Exhibit 99(a)




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##### 



MAY 6, 2010Annual and Special
    MeetingPotash Corporation of Saskatchewan Inc.Notice of Annual and Special Meeting of
    Shareholders and Management Proxy Circular




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##### 





Potash
    Corporation of Saskatchewan Inc.
   February 19,
    2010
   Dear Shareholder:
  nd
          Sincerely,-s- D. J. Howe

-s- W. J. DoyleD. J. HOWE

W. J. DOYLEBoard Chair

President and
    Chief Executive Officer




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##### 



Notice
    of Annual and Special Meeting of Shareholders
    nd
    1.
    to receive the consolidated financial statements of the
    Corporation for the fiscal year ended December 31, 2009 and
    the report of the auditors thereon;2.
    to elect the Board of Directors for 2010;3.
    to appoint auditors for 2010;4.
    to consider and, if deemed appropriate, adopt, with or without
    variation, a resolution (the full text of which is reproduced in
    Appendix B to the accompanying Management Proxy Circular)
    authorizing the Corporation to implement a new performance
    option plan, which is attached as Appendix C to the
    accompanying Management Proxy Circular;5.
    to consider and approve, on an advisory basis, a resolution (the
    full text of which is reproduced in Appendix D to the
    accompanying Management Proxy Circular) accepting the
    Corporations approach to executive compensation; and6.
    to transact such other business as may properly come before the
    Meeting or any adjournments thereof.  th
    
  POTASH     CORPORATION OF SASKATCHEWAN INC.
 SUITE 500, 122 
    1st AVENUE SOUTH, SASKATOON, SK CANADA S7K 7G3




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##### 





Management
    Proxy Circular
  Table
    of Contents
  PageQuestions and Answers on Voting and Proxies


1Business of the Meeting


4Board of Directors


5Appointment of Auditors and Report of Audit Committee


20Adoption of 2010 Performance Option Plan


26Corporate Governance


30Compensation


36Ownership of Shares


71Directors and Officers Liability Insurance


72Voting Shares


722011 Shareholder Proposals


72Additional Information


72Directors Approval


72Appendices


73Appendix A  Disclosure of Corporate Governance
    Practices


74Appendix B  Resolution of
    Shareholders  2010 Performance Option Plan


79Appendix C  2010 Performance Option Plan


80Appendix D  Advisory Vote on Executive
    Compensation


86Appendix E  Board of Directors Charter


87Appendix F  Audit Committee Charter


90Appendix G  Compensation Committee Annual Work
    Plan


96Appendix H  Additional Survey Participants


98




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##### 



Questions
    and Answers on Voting
    and Proxies  1.
    Who can I call if I have
    questions about the information contained in this Management
    Proxy Circular or require assistance in completing my proxy
    form?   1-866-425-8527,
  2.
    Who is soliciting my
    proxy?  The management of the Corporation.
  3.
    On what am I voting?    (1)
    the election of directors;(2)
    the appointment of auditors;(3)
    a resolution authorizing the Corporation to implement a new
    performance option plan; and(4)
    an advisory vote on executive compensation.  FOR
  4.
    Who is entitled to
    vote?        5.
    By when must I vote?    (1)
    If you are a Registered Shareholder planning to attend the
    Meeting and wish to vote your Shares in person at the Meeting,
    your vote will be taken and counted at the Meeting.(2)
    If you are a Registered Shareholder and voting using the proxy
    form, your proxy form should be received at the Toronto office
    of CIBC Mellon Trust Company by mail or facsimile prior to
    the commencement of the Meeting, or hand-delivered at the
    registration table on the day of the Meeting prior to the
    commencement of the Meeting.(3)
    If you are a Registered Shareholder and voting your proxy by
    telephone or Internet, your vote should be received by CIBC
    Mellon Trust Company no later than 11:00 p.m.
    (Saskatoon time) on Tuesday May 4, 2010.(4)
    If you are a Non-Registered (or beneficial) Shareholder and wish
    to attend the Meeting or vote by proxy, you should refer to
    Item 11.    6.
    How do I vote if I am a
    Registered Shareholder?      (1)
    By Proxy    (a)
    By Telephone    QUESTIONS AND ANSWERS ON VOTING AND PROXIES

Page  1




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##### 



(b)
    On the Internet        (c)
    By Mail    (d)
    By Fax      (2)
    By Attending the Meeting in Person    7.
    What if I sign the proxy form as
    described in this Management Proxy Circular?    must be in writing
  8.
    Can I appoint someone other than
    these people to vote my Shares?  You have the right to appoint some other person of your
    choice, who need not be a shareholder, to attend and act on your
    behalf at the Meeting.
  You cannot appoint a person to vote your Shares other than
    our directors or officers whose printed names appear on the
    proxy form if you decide to vote by telephone or Internet
  It is important to ensure that any other person you appoint
    is attending the Meeting and is aware that his or her
    appointment has been made to vote your Shares.
  9.
    How will my Shares be voted if I
    vote by proxy?  In the absence of such instructions, however,
    your Shares will be voted FOR the election to the
    Corporations Board of Directors of the nominees as
    described in this Management Proxy Circular and on the proxy
    form, FOR the appointment of Deloitte & Touche LLP as
    auditors until the close of the next annual meeting, FOR the
    resolution authorizing the Corporation to implement a new
    performance option plan, FOR the resolution relating to the
    advisory vote on executive compensation and FOR
    managements proposals generally.
  10.
    If I change my mind, can I take
    back my proxy once I have given it?  st
  QUESTIONS AND ANSWERS ON VOTING AND PROXIES

Page  2




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##### 



11.
    How do I vote if I am a
    Non-Registered (or beneficial) Shareholder?        (1)
    By Providing Voting Instructions to Your Nominee        (2)
    By Attending the Meeting in Person      12.
    What if amendments are made to
    these matters or if other matters are brought before the
    Meeting?  The person named in the proxy form has discretionary
    authority with respect to amendments or variations to matters
    identified in the Notice of the Meeting and to other matters
    which may properly come before the Meeting.
    13.
    How will the votes be
    counted?    14.
    How can I contact the transfer
    agent?      
    1-800-387-0825
          Except as otherwise stated, the
    information contained herein is given as of February 19,
    2010.
 Unless otherwise specified, all
    dollar amounts are expressed in United States dollars.
  QUESTIONS AND ANSWERS ON VOTING AND PROXIES

Page  3




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Business
    of the Meeting  Financial
    Statements
  Form 10-K
  Nominees
    for Election to the Board of Directors
      Appointment
    of Auditors
      Adoption
    of 2010 Performance Option Plan
      Advisory
    Vote on Executive Compensation
      MANAGEMENT PROXY
    CIRCULAR ï Business
    of the Meeting

Page  4




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##### 



Board of Directors 
    In connection with the Boards responsibility for
    executive compensation, an advisory vote on executive
    compensation is being held for the first time in 2010.
    Under the oversight of the Board, PotashCorp won multiple
    awards in 2009 for its corporate reporting. At the Corporate
    Reporting Awards presented by the Chartered Accountants of
    Canada, PotashCorp captured five awards, including the
    prestigious 2009 Overall Award of Excellence for Corporate
    Reporting. In the prominent IR Magazine Canada Awards,
    PotashCorp won awards for overall Best Annual Report in Canada
    and Best Investor Relations in the Mining Sector.   Nominees
    Christopher M. Burley

Keith G. MartellWilliam J. Doyle

Jeffrey J. McCaigJohn W. Estey

Mary MogfordC. Steven Hoffman

Paul J. SchoenhalsDallas J. Howe

E. Robert StrombergAlice D. Laberge

Elena Viyella de Paliza   The Corporate Governance and Nominating Committee is of the
    view that these directors represent an appropriate mix of
    expertise and qualities required for the Board.
   Independent
    Board
     Executive
    Sessions
     Meeting
    Attendance
     Retirement
       Director
    Compensation
       At
    Risk Investment
  and/or 1 2
        MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  5




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##### 



Nominees
    for Election to the Board of Directors          CHRISTOPHER M. BURLEY
 Age: 48
 Calgary, Alberta, Canada
 Director since 2009
   Independent(1)
 Mr. Burley is a Corporate
    Director and former Managing Director and Vice Chairman, Energy
    of Merrill Lynch Canada Inc., an investment banking firm. A
    graduate of the Institute of Corporate Directors Education
    Program, he has more than 21 years experience in the
    investment banking industry. He is a member of the board of
    directors of the United Way of Calgary.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Finance

February
    2010(3):

    $1,205,618Investment BankingGovernance   Board Committee Membership:

Board & Committee
    Attendance(4):Audit

100%Corporate Governance and Nominating
    WILLIAM J. DOYLE
 Age: 59
 Winnetka, Illinois, USA
 Director since 1989
   Non-independent(1)
 Mr. Doyle is President and
    Chief Executive Officer of the Corporation. He joined PotashCorp
    as President of PCS Sales in 1987, after holding various
    positions with International Minerals and Chemical Corporation.
    He is Chairman of Canpotex Limited, on the boards of The
    Fertilizer Institute and International Plant Nutrition
    Institute, as well as a member of the Executive Management group
    of the International Fertilizer Industry Association.
    Mr. Doyle is a graduate of Georgetown University in
    Washington, DC and is a member of its Board of Directors as well
    as a director of the Executives Club of Chicago.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Fertilizer/Mining/Chemical Industry

February
    2010(3):

    $53,858,353Global Agriculture/International CommerceGlobal Senior Executive Management   Board Committee Membership:

Board
    Attendance(4):none

100%
   MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  6




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##### 



JOHN W. ESTEY
 Age: 59
    Glenview, Illinois, USA
    Director since 2003
   Independent(1)
 Mr. Estey is President and
    Chief Executive Officer of S&C Electric Company, a global
    provider of equipment and services for electric power systems.
    He is a member of the Board of Governors of the National
    Electrical Manufacturers Association, a director of the
    Executives Club of Chicago, and a member of the Board of
    Trustees of the Adler Planetarium.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Global/International Commerce

February
    2010(3):

    $2,971,771Business ManagementCompensation
   Board Committee Membership:

Board & Committee
    Attendance(4):Compensation (chair)

100%Safety, Health and Environment
 C. STEVEN HOFFMAN
 Age: 61
    Lincolnshire, Illinois, USA
    Director since 2008
   Independent(1)
 Mr. Hoffman is a former
    senior executive of IMC Global Inc. With over 22 years of
    global fertilizer sales and marketing management experience, he
    retired as Senior Vice President and President, Sales and
    Marketing of IMC Global upon completion of the IMC Global and
    Cargill Fertilizer merger, creating the Mosaic Company. He is a
    former Chairman and President of the Phosphate Chemicals Export
    Association, Inc. (PhosChem) and a former Chairman
    of Canpotex Limited.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Fertilizer/Mining/Chemical Industry

February
    2010(3):

    $510,711Global Agriculture/International CommerceBusiness Management
   Board Committee Membership:

Board & Committee
    Attendance(4):Audit

100%Safety, Health and Environment
 DALLAS J. HOWE
 Age: 65
    Calgary, Alberta, Canada
    Director since 1991
   Independent(1)
 Mr. Howe is owner and Chief
    Executive Officer of DSTC Ltd., a technology investment company.
    He is a director of Advanced Data Systems Ltd., Viterra
    (formerly Saskatchewan Wheat Pool), the C.D. Howe Institute and
    a Fellow of the Institute of Corporate Directors. A director of
    Potash Corporation of Saskatchewan, the Crown corporation, from
    1982 to 1989, he joined the Corporations Board in 1991 and
    was elected Chair in 2003.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Agriculture

February
    2010(3):

    $12,247,794e-Commerce/TechnologyGovernance
   Board Committee Membership:

Board & Committee
    Attendance(4):Board Chair

100%Corporate Governance and Nominating
 ALICE D. LABERGE
 Age: 53
 Vancouver, British
    Columbia, Canada
    Director since 2003
   Independent(1)
 Ms. Laberge is a Corporate
    Director and the former President and Chief Executive Officer of
    Fincentric Corporation, a global provider of software solutions
    to financial institutions. She was previously Senior Vice
    President and Chief Financial Officer of MacMillan Bloedel
    Limited. She is a director of the Royal Bank of Canada, Russel
    Metals Inc. and St. Pauls Hospital Foundation in Vancouver
    and has served as a director of Catalyst Paper Corporation. She
    is a trustee of the Healthcare Benefit Trust and a member of the
    Board of Governors of the University of British Columbia.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):e-Commerce/Technology

February
    2010(3):

    $2,600,853FinanceAccounting
   Board Committee Membership:

Board & Committee
    Attendance(4):Audit (chair)

100%Corporate Governance and Nominating
   MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  7




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##### 



KEITH G. MARTELL
 Age: 47
    Saskatoon, Saskatchewan, Canada
    Director since 2007
   Independent(1)
 Mr. Martell is Chairman and
    Chief Executive Officer of First Nations Bank of Canada, a
    national leading aboriginal financial institution providing
    financial services for aboriginal people. He is a director of
    The North West Company Inc. and Saskatoon Friendship Inn and a
    former director of the Public Sector Pension Investment Board of
    Canada. He is a trustee of The North West Company Fund and
    Primrose Lake Trust.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Finance/Accounting

February
    2010(3):

    $471,414First NationsBusiness Management
   Board Committee Membership:

Board & Committee
    Attendance(4):Audit

95%Compensation
 JEFFREY J. MCCAIG
 Age: 58
    Calgary, Alberta, Canada
    Director since 2001
   Independent(1)
  Mr. McCaig is Chairman and
    Chief Executive Officer of the Trimac Group of Companies, a
    North American provider of bulk trucking and third-party
    logistics services. Prior to that, he practiced law,
    specializing in corporate financing and securities. He is a
    director of The Standard Life Assurance Company of Canada and a
    director and co-owner of the Calgary Flames Hockey
    Club(5).
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Transportation Industry

February
    2010(3):

    $4,395,176LegalBusiness Management
   Board Committee Membership:

Board & Committee
    Attendance(4):Audit

100%Compensation
 MARY MOGFORD
 Age: 65
    Newcastle, Ontario, Canada
    Director since 2001
   Independent(1)
 Ms. Mogford is a Corporate
    Director and a former Ontario Deputy Minister of Finance and
    Deputy Minister of Natural Resources. She is a director of MDS
    Inc. and an honorary member of the boards of the Hospital For
    Sick Children and Trent University. She is a Fellow of the
    Institute of Corporate Directors and an accredited director
    under the ICD/Rotman School of Business Directors
    Education Program. She has also served as a director of
    Falconbridge, Sears Canada and six other public company boards.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Finance

February
    2010(3):

    $4,407,575Public PolicyGovernance
   Board Committee Membership:

Board & Committee
    Attendance(4):Corporate Governance and Nominating (chair)

100%Compensation
 PAUL J. SCHOENHALS
 Age: 68
    Calgary, Alberta, Canada
    Director since 1992
   Independent(1)
 Mr. Schoenhals is a retired
    President and Chief Executive Officer of Enform, a petroleum
    industry safety and training service. He is a former Member of
    the Legislative Assembly and Cabinet Minister in Saskatchewan
    and was Chairman of Potash Corporation of Saskatchewan, the
    Crown corporation, from 1987 to 1989.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Public Policy

February
    2010(3):

    $2,686,824Business Management
   Board Committee Membership:

Board & Committee
    Attendance(4):Safety, Health and Environment (chair)

100%Compensation
   MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  8




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##### 



E. ROBERT STROMBERG,
    Q.C.
 Age: 68
    Jackfish Lake, Saskatchewan,
    Canada
    Director since 1991
   Non-independent(1)
 Mr. Stromberg is retired and
    was formerly associated with the Saskatchewan law firm Robertson
    Stromberg Pedersen. He is a director of NorSask Forest Products
    Inc. and Hitachi Canadian Industries Ltd. and holds the rank of
    Honorary Lieutenant-Colonel of the North Saskatchewan Regiment.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Global/International Commerce

February
    2010(3):

    $5,837,875Legal
   Board Committee Membership:

Board & Committee
    Attendance(4):Safety, Health and Environment

100%
   Mr. Stromberg is not
    considered independent because of a business relationship in a
    company in which Mr. Strombergs sons are associated
    but in which Mr. Stromberg has no interest. This
    relationship is described in greater detail below.
 ELENA VIYELLA DE
    PALIZA
 Age: 55
    Dominican Republic
    Director since 2003
   Non-independent(1)
 Ms. Viyella de Paliza is
    President of Inter-Quimica, S.A., a chemicals importer and
    distributor, Monte Rio Power Corp. and Indescorp, S.A. She is a
    member of the board of the
    Inter-American
    Dialogue and Past President of the Dominican Business Council,
    the Dominican Stock Exchange, Dominican Manufacturers
    Association and the National Agribusiness Board.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Fertilizer Industry

February
    2010(3):

    $2,858,886Finance/Business ManagementGlobal/International Commerce
   Board Committee Membership:

Board & Committee
    Attendance(4):Safety, Health and Environment

100%
   Ms. Paliza is not
    considered independent because of a business relationship in a
    company in which Ms. Palizas father and brother are
    interested parties but in which Ms. Paliza has no interest.
    This relationship is described in greater detail
    below.
   (1)
    See Director Independence and Other Relationships.(2)
    See At Risk Investments and Year Over Year Changes
    for additional detail.(3)
    Based on the closing price per Share on the New York Stock
    Exchange of $115.14 on February 19, 2010.(4)
    See Attendance of Directors for additional detail.(5)
    Mr. McCaig was a director of TCT Logistics Inc. (TCT) from
    June 2001 to January 2002. In January 2002, a receiver was
    appointed over the business and assets of TCT by a creditor of
    TCT.(6)
    See Attendance of Directors for additional detail.
    MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

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Board
    Tenure
  as
    at February 19, 2010
  
      Director
    Independence and Other Relationships
  Committees(Number of Members)Audit(1)


Compensation(1)


CG&N(1)


SH&E(2)(5)


(5)


(4)


(5)Management Director  Not IndependentWilliam J. DoyleOutside Director  Not IndependentE. Robert Stromberg (family business relationship)














üElena Viyella de Paliza (family business relationship)














üOutside Director  IndependentChristopher M. Burley


ü







üJohn W. Estey






Chair







üC. Steven Hoffman


ü











üDallas J. Howe (Board Chair)










üAlice D.
    Laberge(3)


Chair







üKeith G.
    Martell(3)


ü



üJeffrey J. McCaig


ü



üMary Mogford






ü



ChairPaul J. Schoenhals






ü







Chair   (1)
    All members are independent. All Audit Committee members are
    independent under additional regulatory requirements applicable
    to them.(2)
    A majority of the Safety, Health and Environment Committee
    members are independent.(3)
    Audit Committee financial expert under the rules of the SEC.  MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

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##### 



58-101 58-101),
  Regulation S-K
    a)
    A Director will not be considered independent if, currently or
    within the preceding three years, as applicable:  i)
    the Director is, or was, an employee or executive officer of the
    Corporation, including any affiliated entity of the Corporation;ii)
    an immediate family member of the Director is, or was, an
    executive officer of the Corporation, including any affiliated
    entity of the Corporation;iii)
    the Director is, or was, a partner of, employed by or affiliated
    with any of the Corporations present or former internal or
    external auditors;iv)
    an immediate family member of the Director is, or was, a partner
    of any of the Corporations present or former internal or
    external auditors;v)
    an immediate family member of the Director is an employee of the
    Corporations internal or external auditors and
    participates in its audit, assurance or tax compliance (but not
    tax planning) practice, or is or was employed or affiliated with
    any of the Corporations present or former internal or
    external auditors and personally works or worked on the
    Corporations audit within such time; orvi)
    an executive officer of the Corporation serves or served on the
    compensation committee of an entity which, in turn, employs or
    employed either (a) the particular Director as an executive
    officer or (b) an immediate family member of such Director
    as an executive officer.  b)
    A Director will not be considered independent if the Director
    received any direct compensation, or an immediate family member
    of the Director received more than Cdn$75,000 in direct
    compensation, during any 12 month period within the past
    three fiscal years from the Corporation, other than director and
    committee fees and pension or other forms of deferred
    compensation for prior service (provided that such compensation
    is not contingent in any way on continued service).c)
    A Director will not be considered independent if the Director
    has any of the following commercial or charitable relationships:  (i)
    the Director currently serves as an executive officer or
    employee of, or any of his or her immediate family members
    currently serves as an executive officer of, another company
    that makes payments to, or receives payments from, the
    Corporation for property or services in an amount that, in any
    one of the three most recent fiscal years, exceeds the greater
    of (x) US$1,000,000 or (y) 2 percent of the
    annual consolidated gross revenues of the company for which such
    Director, or any of his or her immediate family members, serves
    as an executive officer (or as an employee in the case of the
    Director); or(ii)
    the Director currently serves as an officer, director or trustee
    of a charitable organization, and the Corporations
    discretionary charitable contributions to that organization (or
    in the case of a foundation, the foundation together with the
    organization or entity to which the foundation supports) exceeds
    the greater of (x) US$1,000,000 or (y) 2 percent
    of that organizations total annual  MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  11




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##### 



consolidated gross revenues within any one of the three most
    recent fiscal years (provided that the Corporations
    matching of employee charitable contributions will not be
    included in the amount of the Corporations contributions
    for this purpose).  d)
    Where a relationship exists as a result of a Director who is a
    limited partner, a non-managing member or who occupies a similar
    position in an entity that does business with the Corporation,
    or who has a shareholding in such entity which is not
    significant, and who, in each case, has no active role in sales
    to, purchases from, or in providing services to the Corporation
    and derives no direct material benefit from same, such
    relationship shall be considered not to be material.        Regulation S-K
    Board/Director
    Assessment
  Annual
    Board Assessment by All Members of the Board
    MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

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follow-up
  Annual
    Assessment of Each Committee by Members of That
    Committee
      Annual
    Assessment of the Board Chair by Members of the
    Board
    Annual
    Assessment of Each Committee Chair by Members of Each
    Committee
    Annual
    Assessment of Individual Directors
    Management
    Board Survey
  and/or
  MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  13




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##### 



Attendance
    of Directors
    Type of Meeting Held

Number of MeetingsBoard of Directors


8Audit Committee (AUD)


8Compensation Committee (COMP)


6Corporate Governance and Nominating Committee (GOV)


5Safety, Health and Environment Committee (SHE)


5   Total Board/CommitteeDirector

Board meetings attended


Committee meetings attended


meetings attendedChristopher M.
    Burley(1)

4 of 4


100
%

3 of 3 AUD


100%


9 of 9


100%2 of 2 GOV


100%William J.
    Doyle(2)

8 of 8


100
%







8 of 8


100%John W. Estey

8 of 8


100
%

6 of 6 COMP (Chair)


100%


19 of 19


100%5 of 5 SHE


100%Wade Fetzer
    III(3)

4 of 4


100
%

3 of 3 COMP


100%


10 of 10


100%3 of 3 GOV


100%C. Steven Hoffman

8 of 8


100
%

8 of 8 AUD


100%


21 of 21


100%5 of 5 SHE


100%Dallas J.
    Howe(2)

8 of 8 (Chair)


100
%

5 of 5 GOV


100%


13 of 13


100%Alice D.
    Laberge(4)

8 of 8


100
%

8 of 8 AUD (Chair)


100%


22 of 22


100%4 of 4 GOV


100%2 of 2 SHE


100%Keith G. Martell

7 of 8


88
%

8 of 8 AUD


100%


21 of 22


95%6 of 6 COMP


100%Jeffrey J. McCaig

8 of 8


100
%

8 of 8 AUD


100%


22 of 22


100%6 of 6 COMP


100%Mary
    Mogford(5)

8 of 8


100
%

4 of 4 AUD


100%


20 of 20


100%3 of 3 COMP


100%5 of 5 GOV (Chair)


100%Paul J. Schoenhals

8 of 8


100
%

6 of 6 COMP


100%


19 of 19


100%5 of 5 SHE (Chair)


100%E. Robert Stromberg, Q.C.

8 of 8


100
%

5 of 5 SHE


100%


13 of 13


100%Elena Viyella de Paliza

8 of 8


100
%

5 of 5 SHE


100%


13 of 13


100%Aggregate Attendance

95 of 96


99
%

39 of 39 AUD


100%


210 of 211


99%19 of 19 GOV


100%30 of 30 COMP


100%27 of 27 SHE


100%   (1)
    Elected as a member of the Board and appointed as a member of
    the Audit Committee and Corporate Governance Committee on
    May 7, 2009.(2)
    In addition to the committees of which he is a member,
    Mr. Howe, as Board Chair, regularly attends other committee
    meetings as well. Mr. Howe attended all of the 24 committee
    meetings held in 2009. At the invitation of applicable
    committees, Mr. Doyle attended all or a portion of many of
    the committee meetings held in 2009, including a majority of the
    Compensation and Corporate Governance committee meetings. In an
    effort to provide directors with a more complete understanding
    of the issues facing the Corporation and in line with the
    Corporations core values, directors are encouraged to
    attend committee meetings of which they are not a member.(3)
    Served as a member of the Board and a member of the Compensation
    Committee and Corporate Governance Committee until his
    retirement from the Board on May 7, 2009.(4)
    Served as a member of the Safety, Health and Environment
    Committee until May 7, 2009 and appointed as a member of
    the Corporate Governance Committee on May 7, 2009.(5)
    Served as a member of the Audit Committee until May 7, 2009
    and appointed as a member of the Compensation Committee on
    May 7, 2009.    MANAGEMENT PROXY
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    of Directors

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##### 



Director
    Compensation
  2009 Director
    Compensation Package
    Cash
    Compensation
      Stock-Based
    Compensation
            MANAGEMENT PROXY
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##### 



Stock
    Ownership Guidelines
  and/or 1 2
    Other
    Benefits
    Regulation S-K.
   2009 Director
    Compensation(1)
 (see explanatory notes)
  Change inPensionFees Earned











Value andor








Non-Equity


NonqualifiedPaid in








Incentive Plan


Deferred


All OtherCash


Stock Awards


Option Awards


Compensation


Compensation


Compensation


TotalName


($)(2)


($)(2)(3)(4)


($)(5)


($)


Earnings


($)(6)


($)(a)


(b)


(c)


(d)


(e)


(f)


(g)


(h)Christopher M. Burley*



54,577




45,619



















299




100,495William J.
    Doyle(7)

































John W. Estey



164,500




8,932



















3,430




176,862Wade Fetzer III**



8,500




49,236



















46




57,782C. Steven Hoffman



19,500




140,485



















2,463




162,448Dallas J. Howe



320,000




14,847



















3,755




338,602Alice D. Laberge



116,000




59,044



















3,884




178,928Keith G. Martell



18,000




140,996



















4,236




163,232Jeffrey J. McCaig



19,000




150,621



















2,652




172,273Mary Mogford



89,372




83,451



















141




172,964Paul J. Schoenhals



160,000




7,533



















3,330




170,863E. Robert Stromberg, Q.C.



147,500




6,819



















4,540




158,859Elena Viyella de Paliza



148,000




5,909



















3,099




157,008   *
    Elected to the Board on May 7, 2009.**
    Retired from the Board on May 7, 2009.  (1)
    Those amounts that were paid in Canadian dollars have been
    converted to United States dollars using the average exchange
    rate for the month prior to the date of payment.(2)
    The following table sets forth each directors annual
    retainer, meeting and other fees for fiscal year 2009 that were
    received in the form of cash or deferred in the form of DSUs.   MANAGEMENT PROXY
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##### 



Remuneration
    of Directors
 For the Fiscal Year Ended December 31, 2009
  CommitteeMeeting andAnnual Retainer


Other Fees





Percentage ofTotalTotal


RemunerationCash


DSUs


Cash


Remuneration


in DSUsName


($)


($)


($)


($)


(%)Christopher M. Burley



45,577




45,577




9,000




100,154




45.51William J. Doyle























John W. Estey



150,000









14,500




164,500




Wade Fetzer III








47,102




8,500




55,602




84.71C. Steven Hoffman








140,000




19,500




159,500




87.78Dallas J. Howe



320,000














320,000




Alice D. Laberge



97,500




52,500




18,500




168,500




31.16Keith G. Martell








140,000




18,000




158,000




88.61Jeffrey J. McCaig








140,000




19,000




159,000




88.05Mary Mogford



73,372




73,372




16,000




162,744




45.08Paul J. Schoenhals



145,000









15,000




160,000




E. Robert Stromberg, Q.C.



135,000









12,500




147,500




Elena Viyella de Paliza



135,000









13,000




148,000




Total



1,101,449




638,551




163,500




1,903,500




33.55   (3)
    Reports the grant date fair value, as calculated in accordance
    with FASB ASC Topic 718, for DSUs received in 2009 pursuant to
    the Plan.(4)
    As of December 31, 2009, the total number of all DSUs held
    by each outside director is as follows: Mr. Burley, 470;
    Mr. Estey, 22,290; Mr. Fetzer, 0; Mr. Hoffman,
    2,234; Mr. Howe, 36,725; Ms. Laberge, 16,574;
    Mr. Martell, 3,491; Mr. McCaig, 27,298;
    Ms. Mogford, 25,466; Mr. Schoenhals, 18,634;
    Mr. Stromberg, 16,865; and Ms. Viyella de Paliza,
    14,816. Mr. Fetzer, who served since 2002, retired from the
    Board on May 7, 2009. Mr. Fetzer received the payout
    value of his 11,258 DSUs in cash on August 5, 2009 in
    accordance with the Plan. Pursuant to the Plan, the payout value
    of each of Mr. Fetzers DSUs was equal to $95.06,
    which represents the average closing price of our Shares on the
    NYSE for the ten trading days prior to August 5, 2009, the
    tenth trading day following the release of our quarterly results
    immediately following Mr. Fetzers retirement.    February 10,

March 31,

May 7,

June 30,

August 7,

September 30,

November 9,

December 31,2009

2009

2009

2009

2009

2009

2009

2009Name


(Dividend)

(Deferred Fees)

(Dividend)

(Deferred Fees)

(Dividend)

(Deferred Fees)

(Dividend)

(Deferred Fees)Christopher M. Burley








$10,577

$12

$17,500

$30

$17,500





(112.20 units)

(0.12 units)

(196.08 units)

(0.30 units)

(161.77 units)John W. Estey


$2,220



$2,220



$2,224



$2,268

(25.26 units)



(23.82 units)



(22.94 units)



(22.34 units)

Wade Fetzer III


$1,067

$33,750

$1,067

$13,352







(12.15 units)

(417.65 units)

(11.46 units)

(143.49 units)







C. Steven Hoffman


$71

$35,000

$71

$35,000

$152

$35,000

$191

$35,000(0.81 units)

(433.11 units)

(0.76 units)

(376.14 units)

(1.57 units)

(387.43 units)

(1.92 units)

(322.58 units)Dallas J. Howe


$3,691



$3,810



$3,773



$3,573

(42.00 units)



(40.89 units)



(38.91 units)



(35.85 units)

Alice D. Laberge


$1,608

$13,125

$1,660

$13,125

$1,675

$13,125

$1,601

$13,125(18.30 units)

(160.29 units)

(17.82 units)

(139.23 units)

(17.27 units)

(147.06 units)

(16.06 units)

(121.33 units)Keith G. Martell


$198

$35,000

$205

$35,000

$285

$35,000

$308

$35,000(2.26 units)

(427.45 units)

(2.20 units)

(371.29 units)

(2.94 units)

(392.16 units)

(3.09 units)

(323.53 units)Jeffrey J. McCaig


$2,591

$35,000

$2,675

$35,000

$2,731

$35,000

$2,624

$35,000(29.49 units)

(427.45 units)

(28.71 units)

(371.29 units)

(28.16 units)

(392.16 units)

(26.33 units)

(323.53 units)Mary Mogford


$2,480

$18,750

$2,559

$18,372

$2,579

$18,125

$2,461

$18,125(28.22 units)

(228.99 units)

(27.47 units)

(194.90 units)

(26.59 units)

(203.09 units)

(24.69 units)

(167.54 units)Paul J. Schoenhals


$1,873



$1,933



$1,914



$1,813

(21.31 units)



(20.75 units)



(19.74 units)



(18.19 units)

E. Robert Stromberg, Q.C.


$1,695



$1,750



$1,733



$1,641

(19.29 units)



(18.78 units)



(17.87 units)



(16.46 units)

Elena Viyella de Paliza


$1,475



$1,475



$1,479



$1,480

(16.79 units)



(15.84 units)



(15.25 units)



(14.85 units)

   MANAGEMENT PROXY
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##### 



(5)

    As of December 31, 2009, none of the outside directors held
    outstanding options except as follows: Mr. Fetzer, 9,000;
    Mr. Howe, 39,600; Mr. McCaig, 73,150;
    Ms. Mogford, 18,000; and Mr. Stromberg, 39,600. The
    following table provides information relating to outstanding
    stock options held by each of our outside directors as of
    December 31, 2009 and stock option exercises by each of our
    outside directors during 2009.  Value RealizedNumber of Shares



Upon Exercise ofNumber of Securities











Acquired on



StockUnderlying







Option



Exercise of



Options DuringUnexercised Options



Option



Expiration



Stock Options



2009Name


Exercisable(a)



Exercise Price



Date



During
    2009(b)



($)(c)Wade Fetzer III



9,000



$
11.00




11/20/2012









21,600



Cdn$
15.88




11/21/2010Dallas J. Howe



9,000



Cdn$
16.65




11/20/2011




21,600




1,682,5079,000



Cdn$
17.44




11/20/201255,150



Cdn$
16.36




1/23/2011Jeffrey J. McCaig



9,000



Cdn$
16.65




11/20/2011




4,850




420,5889,000



Cdn$
17.44




11/20/2012Mary Mogford



9,000



Cdn$
16.65




11/20/2011









9,000



Cdn$
17.44




11/20/201221,600



Cdn$
15.88




11/21/2010E. Robert Stromberg, Q.C.



9,000



Cdn$
16.65




11/20/2011









9,000



Cdn$
17.44




11/20/2012   (a)
    As of December 31, 2009, the aggregate before tax value of
    unexercised options that are currently exercisable held by each
    outside director was as follows: Mr. Fetzer, $877,500;
    Mr. Howe, $3,399,059; Mr. McCaig, $6,271,191;
    Ms. Mogford, $1,535,007; and Mr. Stromberg,
    $3,399,059. The aggregate value of unexercised options held by
    Mr. Howe, Mr. McCaig, Ms. Mogford and
    Mr. Stromberg was converted to U.S. dollars using the
    average Canadian exchange rate of 1.1415 for fiscal year 2009.(b)
    Neither Mr. Howe or Mr. McCaig retained any Shares
    acquired upon the exercise of stock options during 2009.(c)
    The value realized upon exercise was converted to U.S. dollars
    using the average Canadian exchange rate of 1.1415 for fiscal
    year 2009.  (6)
    Reports the cost of tax
    gross-ups
    for taxable benefits and life insurance premiums paid for the
    benefit of each director.(7)
    As CEO, any compensation Mr. Doyle receives is disclosed in
    the Summary Compensation Table for Named Executive Officers. See
    Executive Compensation  Summary Compensation
    Table.  MANAGEMENT PROXY
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    of Directors

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##### 



At
    Risk Investment and Year Over Year Changes
    Value ofCommonTotal At-Risk


Shares/DSUs





Equity at


SharesValue of


Needed to





Risk


Deemed toCommon


Common


Meet 2010





Multiple of


beCommon





Shares and


Shares and


Ownership


Ownership


2010


BeneficiallyDirector




Shares


DSUs


DSUs


DSUs


Guideline


Guideline


Annual


OwnedSince


Year

(#)


(#)(1)


(#)


($)(2)


($)


Compliance(3)


Retainer


(#)(4)(5)Christopher M. Burley


2009


2010


10,000



470



10,470



1,205,618



700,000



Yes



8.6



10,0002009


10,000







10,000



839,600















10,000Change






470



470



















William J.
    Doyle(6)


1989


2010


467,764







467,764



53,858,353



n/a



n/a



n/a



3,426,3002009


481,413







481,413



40,419,507















3,103,950Change


-13,650



n/a



-13,650



















+322,350John W. Estey


2003


2010


3,500



22,310



25,810



2,971,771



750,000



Yes



19.8



3,5002009


7,000



22,221



29,221



2,453,387















7,000Change


-3,500



+89



-3,410



















-3,500C. Steven Hoffman


2008


2010


2,200



2,235



4,435



510,711



700,000



Yes



3.6



2,2002009


2,200



710



2,910



244,328







(to be fully met







2,200Change






+1,525



+1,525











by May 8, 2013
)






Dallas J. Howe


1991


2010


69,615



36,758



106,373



12,247,794



1,600,000



Yes



38.3



109,2152009


69,615



36,610



106,225



8,918,611















130,815Change






+148



+148



















-21,600Alice D. Laberge


2003


2010


6,000



16,588



22,588



2,600,853



750,000



Yes



17.3



6,0002009


6,000



15,955



21,955



1,843,317















6,000Change






+633



+633



















Keith G. Martell


2007


2010


600



3,494



4,094



471,414



700,000



Yes



3.4



6002009


600



1,968



2,568



215,649







(to be fully met







600Change






+1,525



+1,525











by  May 3, 2012
)






Jeffrey M.
    McCaig(7)


2001


2010


10,850



27,322



38,172



4,395,176



700,000



Yes



31.4



84,0002009


6,000



25,700



31,700



2,661,563















84,000Change


+4,850



+1,622



+6,472



















Mary Mogford


2001


2010


12,791



25,489



38,280



4,407,575



750,000



Yes



29.4



30,7912009


12,791



24,593



37,384



3,138,766















30,791Change






+896



+896



















Paul J. Schoenhals


1992


2010


4,685



18,650



23,335



2,686,824



725,000



Yes



18.5



4,6852009


4,885



18,575



23,460



1,969,695















4,885Change


-200



+75



-124



















-200E. Robert Stromberg


1991


2010


33,823



16,879



50,702



5,837,875



675,000



Yes



43.2



73,4232009


33,812



16,811



50,623



4,250,546















73,414Change


+8



+68



+76



















+9Elena Viyella de Paliza


2003


2010


10,000



14,829



24,829



2,858,886



675,000



Yes



21.2



10,0002009


10,000



14,770



24,770



2,079,722















10,000Change






+59



+59



















Total





2010


631,828



185,028



816,856



94,052,855















3,760,7142009


644,319



177,914



822,233



69,034,690















3,463,655Change


-12,491



+7,114



-5,376



















+297,059   (1)
    Deferred Share Units do not carry any voting rights. The number
    of Deferred Share Units held by each director has been rounded
    down to the nearest whole number.(2)
    Based on the closing price per Share on the NYSE of $83.96 on
    February 20, 2009 and $115.14 on February 19, 2010.(3)
    By the time a director has served on the Board for 5 years,
    he or she must own Shares and/or Deferred Share Units with a
    value at least five times the annual retainer paid to directors.
    One-half of the ownership threshold is required to be achieved
    within
    21/2
    years. If a directors Share ownership falls below the
    minimum guidelines due to a decline in the Share price, such
    director will have three years to restore compliance. For
    purposes of determining compliance during the three-year period,
    the directors Shares will be valued at the higher of cost
    or market value.(4)
    For 2010, the number of Shares indicated above as deemed to be
    beneficially owned by the nominated directors includes Shares
    purchasable by such directors within 60 days of
    February 19, 2010 through the exercise of options granted
    by the Corporation, as follows: William J. Doyle
    2,958,536 Shares; Dallas J. Howe 39,600 Shares;
    Jeffrey J. McCaig 73,150 Shares; Mary Mogford
    18,000 Shares; and E. Robert Stromberg 39,600 Shares.
    No stock options have been granted to the Corporations
    non-employee directors since November 2002.    (5)
    No Shares beneficially owned by any of the directors are pledged
    as security.(6)
    Includes 19,898 Shares held in the William &
    Kathy Doyle Foundation, 216,336 Shares held in the WJ Doyle
    Revocable Trust and 230,728 Shares held in the Doyle Family
    LLC.(7)
    Includes 4,850 shares held in The Jeffrey &
    Marilyn McCaig Family Foundation.  MANAGEMENT PROXY
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    of Directors

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##### 



Appointment of
    Auditors and
    Report of Audit Committee 
    In connection with PotashCorps transition to
    International Financial Reporting Standards (IFRSs),
    PotashCorp has established a project team that is led by finance
    management to plan for and achieve a smooth transition to IFRSs.
    During 2009, the Audit committee regularly received progress
    reports on the status of the IFRSs implementation project.
    In connection with its oversight responsibility for the
    Corporations gas hedging, taxation and treasury areas, the
    committee continued its practice in 2009 of education sessions
    for the Board in relation to selected areas.  Appointment
    of Auditors
    Pre-Approval
    Policy for External Auditor Services
    Members
    of the Audit Committee for 2009
  Alice D. Laberge
    (Chair)
    Christopher M. Burley (from his appointment on May 7,
    2009)
    C. Steven Hoffman
    Keith G. Martell
    Jeffrey J. McCaig
    Mary Mogford (until May 7, 2009)
  Role
    of the Audit Committee
      Independent
    Audit Committee
  52-110 52-110),
  Financial
    Expertise and Financially Literate
  and/or 52-110.
    MANAGEMENT PROXY
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    of Auditors and Report of Audit Committee

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##### 



Appointment
    of Auditors
        Auditors
    Fees
    Year Ended December 31,2009


2008Audit Fees

$
2,844,219


$
2,501,000Audit Related Fees


202,700



224,000Tax Fees


13,552



26,000All Other Fees


0



11,000   Audit
    Fees
  Form 10-Q
  Audit-Related
    Fees
    Tax
    Fees
    All
    Other Fees
    Pre-Approval
    Policy for External Auditor Services
    MANAGEMENT PROXY
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    of Auditors and Report of Audit Committee

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(1)
    Audit and audit-related services  these are
    identified in the annual Audit Service Plan presented by the
    external auditor and require annual approval. The Audit
    Committee monitors the audit services engagement at least
    quarterly.(2)
    Pre-approved list of non-audit services  non-audit
    services which are reasonably likely to occur have been
    identified and receive general pre-approval of the Audit
    Committee, and as such do not require specific pre-approvals.
    The term of any general pre-approval is 12 months from
    approval unless otherwise specified. The Audit Committee
    annually reviews and pre-approves the services on this list.(3)
    Other proposed services  all proposed services not
    categorized above are brought forward on a
    case-by-case
    basis and specifically pre-approved by the Chair of the Audit
    Committee, to whom pre-approval authority has been delegated.  All fees paid to the independent auditors for 2009 were
    approved in accordance with the pre-approval policy.
  MANAGEMENT PROXY
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    of Auditors and Report of Audit Committee

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##### 



(A. LABERGE, CHAIR)

(C. BURLEY)

(S. HOFFMAN)

(K. MARTELL)

(J. MCCAIG)A. Laberge, Chair

C. Burley

S. Hoffman

K. Martell

J. McCaig   Report
    of the Audit Committee
  52-110 52-110),
  
  and/or 52-110.
            MANAGEMENT PROXY
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##### 



Sarbanes-Oxley Act of
    2002
  Form 10-K
    MANAGEMENT PROXY
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    of Auditors and Report of Audit Committee

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##### 




    the receipt, retention and treatment of complaints received by
    the Corporation regarding accounting, internal accounting
    controls or auditing matters; and
    the confidential, anonymous submission by employees of the
    Corporation of concerns regarding questionable accounting or
    auditing matters.      MANAGEMENT PROXY
    CIRCULAR ï Appointment
    of Auditors and Report of Audit Committee

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##### 



Adoption of 2010
    Performance Option Plan               th th
      MANAGEMENT PROXY
    CIRCULAR ï Adoption
    of 2010 Performance Option Plan

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##### 



(a)
    if the employment of an optionee as an officer or employee of
    the Corporation or a subsidiary terminates by reason of his or
    her death, or if an optionee who is a retiree pursuant to
    paragraph (b) below dies during the
    36-month
    period following retirement, the legal personal representatives
    of the optionee will be entitled to exercise any unexercised
    vested options, including such stock options that may vest after
    the date of death, during the period ending at the end of the
    twelfth calendar month following the calendar month in which the
    optionee dies, failing which exercise the stock options will
    terminate;(b)
    subject to the terms of paragraph (a) above, if the
    employment of an optionee as an officer or employee of the
    Corporation or a subsidiary terminates by reason of retirement
    in accordance with the then prevailing retirement policy of the
    Corporation or subsidiary, the optionee will be entitled to
    exercise any unexercised vested stock options, including such
    stock options that may vest after the date of retirement, during
    the period ending at the end of the 36th month following the
    calendar month in which the optionee retires, failing which
    exercise the stock options will terminate;(c)
    subject to the treatment of stock options in connection with a
    change of control (as described below), if the employment of an
    optionee as an officer or employee of the Corporation or a
    subsidiary terminates for any reason other than as provided in
    paragraphs (a) or (b) above, the optionee will be
    entitled to exercise any unexercised vested stock options, to
    the extent vested and exercisable at the date of such event,
    during the period ending at the end of the calendar month
    immediately following the calendar month in which the event
    occurs, failing which exercise the stock options will
    terminate; and(d)
    each stock option is personal to the optionee and is not
    assignable, except (i) as provided in paragraph
    (a) above, and (ii) at the election of the Board, a
    stock option may be assignable to the spouse, children and
    grandchildren of the original optionee and to a trust,
    partnership or limited liability company, the entire beneficial
    interest of which is held, directly or indirectly, by one or
    more of the optionee or the spouse, children or grandchildren of
    the optionee (each, a Permitted Assignee). If a
    stock option is assigned to one or more Permitted Assignees,
    nothing contained in this paragraph (d) shall prohibit a
    subsequent assignment of such stock option to one or more other
    Permitted Assignees or back to the optionee.          MANAGEMENT PROXY
    CIRCULAR ï Adoption
    of 2010 Performance Option Plan

Page  27




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##### 



UNLESS A PROXY SPECIFIES THAT THE SHARES IT REPRESENTS
    SHOULD BE VOTED AGAINST THE RESOLUTION TO APPROVE THE 2010
    PERFORMANCE OPTION PLAN, THE PROXY-HOLDERS NAMED IN THE
    ACCOMPANYING FORM OF PROXY INTEND TO VOTE FOR THE
    RESOLUTION.
  MANAGEMENT PROXY
    CIRCULAR ï Adoption
    of 2010 Performance Option Plan

Page  28




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##### 



Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    OutstandingOptions

Options asPeriod of


Maximum


Granted and

Percentage ofPermitted


Option


Outstanding

SharesName of Plan


Option Grants


Grants


(as of 1/1/2010)

OutstandingFeb. 21, 2009 2009 Performance Option Plan


Dec. 31, 2009


1,000,000



636,400


0.22%Feb. 21, 2008 2008 Performance Option Plan


Dec. 31, 2008


1,000,000



481,000


0.16%Feb. 21, 2007 2007 Performance Option Plan


Dec. 31, 2007


3,000,000



1,702,350


0.58%Feb. 28, 2006 2006 Performance Option Plan


Dec. 31, 2006


4,200,000



2,395,500


0.81%March 1, 2005 2005 Performance Option Plan


Dec. 31, 2005


3,600,000



2,386,335


0.81%Stock Option Plan  Officers and Employees


Various


Various



4,905,790


1.66%Stock Option Plan  Directors


Various


Various



202,050


0.07%TOTAL









12,709,425


4.11%       Equity
    Compensation Plan Information
 (c) Number of Shares(a) Number of Shares

(b) Weighted-

remaining available forto be issued upon

average exercise

future issuance underexercise of

price of outstanding

equity compensationoutstanding options,

options, warrants

plans (excluding SharesPlan Category

warrants and rights

and rights

reflected in column (a))December 31, 2009Equity compensation plans approved by shareholders

12,709,425
    (1)

$38.54

0Equity compensation plans not approved by shareholders

n/a

n/a

n/aFebruary 19, 2010Equity compensation plans approved by shareholders

12,591,057
    (2)

$38.74

0Equity compensation plans not approved by shareholders

n/a

n/a

n/a
   (1)
    Of this amount, 2,386,335 options were outstanding pursuant to
    the 2005 Performance Option Plan, 2,395,500 options were
    outstanding pursuant to the 2006 Performance Option Plan,
    1,702,350 options were outstanding pursuant to the 2007
    Performance Option Plan, 481,000 options were outstanding
    pursuant to the 2008 Performance Option Plan, 636,400 options
    were outstanding pursuant to the 2009 Performance Option Plan,
    4,905,790 options were outstanding pursuant to the Stock Option
    Plan  Officers and Employees and 202,050 options were
    outstanding pursuant to the Stock Option Plan 
    Directors.(2)
    Of this amount, 2,355,643 options were outstanding pursuant
    to the 2005 Performance Option Plan, 2,360,900 options were
    outstanding pursuant to the 2006 Performance Option Plan,
    1,702,350 options were outstanding pursuant to the 2007
    Performance Option Plan, 481,000 options were outstanding
    pursuant to the 2008 Performance Option Plan,
    636,400 options were outstanding pursuant to the 2009
    Performance Option Plan, 4,859,214 options were outstanding
    pursuant to the Stock Option Plan  Officers and
    Employees and 195,550 options were outstanding pursuant to
    the Stock Option Plan  Directors.  MANAGEMENT PROXY
    CIRCULAR ï Adoption
    of 2010 Performance Option Plan

Page  29




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##### 



Corporate
    Governance  
    The Board recognizes the importance of ongoing director
    education. To facilitate ongoing director education, PotashCorp,
    among other initiatives, schedules a site visit in conjunction
    with a Board meeting at least annually and encourages
    presentations by outside experts to the Board or committees on
    matters of particular import or emerging significance.
    In connection with PotashCorps adoption of an advisory
    Say on Pay vote for 2010, the Board has evaluated
    and will be expanding its current shareholder outreach
    programs.  Statement
    of Corporate Governance Practices
      Members
    of the Corporate Governance and Nominating Committee for
    2009
  
  Role
    of the Corporate Governance and Nominating Committee
      Nominating
    Process
      Director
    Orientation and Continuing Education
    Ability
    of Shareholders to Communicate With the Board
      MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

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##### 



Statement
    of Corporate Governance Practices
    58-101 58-201
  Sarbanes-Oxley Act
    58-101, 58-101,
    MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

Page  31




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##### 



(M. Mogford, Chair)

(C. Burley)

(D. Howe)

(A. Laberge)M. Mogford, Chair

C. Burley

D. Howe

A. Laberge   Corporate
    Governance and Nominating Committee Report
  General
  58-101,
  
  Disclosure
    Regarding Governance Procedures
    2009
    Governance Activities
        MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

Page  32




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##### 



Disclosure
    Regarding Nominating Processes
  Canada Business Corporations Act st
      
    fertilizer industry
    agriculture
    global agriculture
    global/international commerce
    transportation industry
    e-commerce/technology
    finance
    global senior executive management
    investment banking
    legal
    accounting
    mining industry
    chemical industry
    general business management
    public policy
    corporate governance
    compensation/human resources      MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

Page  33




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##### 



Disclosure
    Regarding Director Orientation and Continuing
    Education
    (a)
    provide each new director with a baseline of knowledge about the
    Corporation that will serve as a basis for informed decision
    making;(b)
    tailor the program for each new director to take into account
    his or her unique mix of skills, experience, education,
    knowledge and needs; and(c)
    deliver information over a period of time to minimize the
    likelihood of overload and maximize the lasting educational
    impact.  one-on-one
    (a)
    maintains a directors intranet site to facilitate the
    exchange of views and published information;(b)
    maintains a membership for each director in an organization
    dedicated to corporate governance and ongoing director education;(c)
    each year encourages and funds the attendance of each director
    at one seminar or conference of interest and relevance, and
    funds the attendance of each committee Chair at one additional
    seminar or conference. In all cases, approval for attendance is
    obtained, in advance, from the Board Chair;(d)
    encourages presentations by outside experts to the Board or
    committees on matters of particular import or emerging
    significance; and(e)
    at least annually, schedules a site visit in conjunction with a
    Board meeting.  2009 Director
    Education Activities
    and/or
  
    In July, the Board participated in a presentation by the
    Corporations outside counsel, Stikeman Elliott LLP and
    Jones Day, on regulatory matters of importance and of emerging
    significance to the Corporation;
    The Audit Committee regularly received progress reporting on the
    status of the Corporations IFRSs implementation project
    and received reports on new and emerging issues in its areas of
    responsibility;
    The Chair of the Compensation Committee and the Chair of the
    CG&N Committee attended a Towers Perrin seminar on
    Say on Pay and shareholder outreach matters;
    At each CG&N Committee meeting the committee was provided
    with an update by the Corporations internal counsel on
    corporate governance trends and current governance issues;
    At each Compensation Committee meeting the committee was
    provided with an update by Watson Wyatt on emerging trends in
    executive compensation;  MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

Page  34




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##### 




    In November, 2009, the Board was provided with a presentation by
    International Plant Nutrition Institute (IPNI) to explain the
    environmental and agronomic impacts of fertilizer usage,
    including the effects of over or under application; and
    Mr. Howe spoke at a Deloitte Director series presentation
    in 2009, which is a series periodically attended by Directors of
    the Corporation.      Disclosure
    Regarding the Ability of Shareholders to Communicate With the
    Board of Directors
    c/o Corporate  st
  e-mail
        MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

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##### 



Compensation 
    Through and with its Compensation Committee, the Board
    retains ownership and oversight of executive and director
    compensation. In 2009, this included the adoption of an advisory
    Say on Pay vote for 2010 and a review of the risks
    associated with the Corporations compensation policies and
    practices.
    In 2009, the Committee used its discretion to interpret the
    Short-Term Incentive Plan so as to provide awards to operational
    employees for superior performance on certain safety and
    environmental targets, despite the Corporations corporate
    financial goals and targets not having been met.  Members
    of the Compensation Committee for 2009
  
  Role
    of the Compensation Committee
    Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Discussion and Analysis
      Share
    Ownership Guidelines
    Chief
    Executive Officer Compensation
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  36




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##### 



(J. Estey, Chair)

(K. Martell)

(J. McCaig)

(M. Mogford)

(P. Schoenhals)J. Estey, Chair

K. Martell

J. McCaig

M. Mogford

P. Schoenhals   Report
    of the Compensation Committee and
    Compensation Committee Responsibilities and Procedures
  Composition
    of the Compensation Committee
  58-101,
    Compensation
    Committee Responsibilities and Procedures
      1.
    Review and approve on an annual basis the corporate goals and
    objectives relevant to the compensation of our CEO. The
    Committee evaluates at least once a year the CEOs
    performance in light of established goals and objectives and,
    based on such evaluation, together with all other independent
    members of the Board, determines and approves the CEOs
    annual compensation, including, as appropriate, salary, bonus,
    incentive and equity compensation;2.
    Review and approve on an annual basis the evaluation process and
    compensation structure for our executive officers, including an
    annual Executive Salary Administration Program under which the
    parameters for salary adjustments for officers are established;3.
    Review and make recommendations to the Board with respect to the
    adoption, amendment and termination of our management
    incentive-compensation and equity-compensation plans, oversee
    their administration and discharge any duties imposed on the
    Committee by any of those plans;4.
    Assess the competitiveness and appropriateness of our policies
    relating to the compensation of the executive officers;5.
    Participate in the long-range planning for executive development
    and succession, and develop a CEO succession plan;6.
    Develop the Committees annual report on executive
    compensation for inclusion in our proxy statement, in accordance
    with applicable rules and regulations, and review and approve,
    prior to publication, the compensation sections of the proxy
    statement;7.
    Review the general design and
    make-up of
    our broadly applicable benefit programs as to their general
    adequacy, competitiveness, internal equity and cost
    effectiveness;8.
    Annually review the performance of our pension and other
    retirement benefit plans;  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  37




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##### 



9.
    Review periodically executive officer transactions in our
    securities and approve such transactions as appropriate for
    their exemption from short-swing profit liability under
    Section 16(b) of the Exchange Act;10.
    Annually review and recommend to the Board a compensation
    package for our directors. In considering the director
    compensation package, the Committee may take into consideration
    the relative responsibilities of directors in serving on the
    Board and its various Committees. The Committee may request that
    management report to the Committee periodically on the status of
    the compensation package of the Board in relation to other
    similarly situated companies. Directors who are our employees
    shall not be compensated for their services as directors. The
    Committee shall review annually any stock ownership guidelines
    applicable to directors and shall recommend to the Board
    revisions to any such guidelines as appropriate; and11.
    Perform other review functions relating to management
    compensation and human resources policies as the Committee deems
    appropriate.    CEO
    Succession Planning
        2009
    Compensation Committee Work Plan
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

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##### 



Compensation
    Approval Process
    
  Compensation
    Risk Analysis
    Compensation
    Committee Interlocks and Insider Participation
    Report
    of the Compensation Committee
    Form 10-K
    
  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  39




---



##### 



Compensation
    Discussion and Analysis
  Executive
    Summary
                    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  40




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##### 



Compensation
    Structure and Policies
      Compensation
    Principles
  
    To emphasize performance-based compensation, for each position
    studied, we maintain total cash compensation levels (salary and
    annual short-term incentive targets) at the median (50th
    percentile) of the relevant group of comparable companies.
    We determine competitive and median levels of compensation with
    the assistance of independent compensation consultants that
    prepare, at least annually, analyses of external competitive
    compensation. Such analyses currently consist of (1) a
    group of publicly traded U.S. and Canadian companies with
    similar industry characteristics, revenues and market
    capitalization, which we refer to herein as the Comparator
    Group, and (2) additional executive compensation
    surveys of
    U.S.-based
    companies with similar industry and revenue size, which we refer
    to herein as the Additional Surveys. We refer to the
    Comparator Group and the Additional Surveys collectively as the
    Comparative Compensation Information. See
     Compensation Consultants and Comparator
    Groups.
    We provide the opportunity to achieve compensation above the
    median through medium-term and long-term incentive plans
    (performance units and stock options) if our performance exceeds
    the median performance of comparable companies. We design these
    plans, including our performance-based option plans, with
    measures (total shareholder return and internal performance
    measures historically linked with total shareholder return) that
    require company performance above the median, relative to other
    basic materials companies, to deliver total compensation above
    the median. For 2008 and the six preceding years, we used the
    total shareholder return of the Dow Jones U.S. Basic
    Materials Index, which we refer to herein as the
    DJUSBMI as a benchmark for determining the relative
    performance of our company. In 2009, we replaced the DJUSBMI
    with the DAXglobal Agribusiness Index, which we refer to herein
    as the DAX Ag, as a benchmark for determining
    relative performance. We believe the companies that make up the
    DAX Ag more directly measure the performance of the agribusiness
    sector, including some of our direct competitors, and the global
    nature of our business.
    We establish the overall value of retirement and welfare
    benefits at approximately the median of comparable companies.  Elements
    of Executive Compensation: Overview
      MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  41




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##### 



Our CEO Compensation

CEO Compensation of Comparator Group(PIE CHART)

(PIE CHART)   Our NEO Compensation

NEO Compensation of Comparator Group(PIE CHART)

(PIE CHART)     MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  42




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##### 



PerformanceCurrent Compensation

Form

Eligibility

PeriodBase salary   For executive officers, we set
    base salary targets at the median of the Comparative
    Compensation Information, adjusted to reflect individual
    performance and internal equity.

Cash

All salaried employees

AnnualShort-term incentives   We base awards on achievement of
    predetermined goals for corporate performance or a combination
    of corporate and operating group performance.
       We establish targets at the median of
    the Comparative Compensation Information.
       Individual awards may be adjusted
    (±30%) to recognize individual performance, provided the
    total adjusted awards approximate the total awards at mid-point.

Cash

All executives and most salaried staff and union and non-union
    hourly employees

1 yearMedium-term incentives   As of January 1, 2009, we
    issued units at a price equal to the average closing price of
    our common stock for the last 30 trading days of 2008.
       Each award vests and is paid out at the
    end of the three-year performance period (December 31,
    2011). One-half of the units vest based on our total shareholder
    return, or TSR, and one-half of the units vest based on our TSR
    relative to the TSR of the DAX Ag.
       The value at payout equals the number of
    vested units multiplied by the average closing price of our
    common stock for the last 30 trading days of 2011, subject to a
    maximum value per unit of three times the average closing price
    of our common stock for the last 30 trading days of 2008.

Performance Share Units

All executives and senior management (approximately 71
    individuals)

3 yearsLong-term incentives
   Options granted under our Performance Option Plans vest based on the amount by which our cash flow return on investment exceeds the weighted average cost of capital during the three-year performance period.
   The value of vested options is based on appreciation of our common stock during the ten-year option period.
   We make one option grant per year following shareholder approval of the Performance Option Plan at the annual meeting of shareholders. We have determined not to make off-cycle option grants during the year.
   The number of options that the Board grants annually is that number of options that will result in the appropriate total compensation for each management level as determined by reference to the Comparative Compensation Information. See Compensation Principles above.

Performance
    Options

All executives, senior management and other selected managers
    (approximately 267 individuals)

3 year vesting 
    10 year option term    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  43




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##### 



MeasurementPost-Retirement and Termination Compensation

Form

Eligibility

PeriodRetirement BenefitsCanadian Pension Plan   Benefits are based on the
    participants required contributions (up to 5.5% of
    earnings) and equivalent matching contributions by our company.

Cash

All Canadian salaried staff and certain union and non-union
    hourly employees

Pensionable service periodCanadian Supplemental Retirement Income Plan
   Benefits are based on 2% of the average of the participants three highest consecutive years earnings multiplied by years of pensionable service, minus the benefit payable under the Canadian Pension Plan. Certain senior executives benefits are calculated differently. See  Retirement Benefits below.
   No benefits are payable if the participant is not at least age 55 at retirement; benefits are reduced if the participant is not at least age 62 at retirement.

Cash

Selected senior executives (23 individuals)

Pensionable service period to a maximum of 35 yearsU.S. Pension Plan   Benefits are based on 1.5% of the
    participants final average compensation, which is
    calculated using the highest paid 60 consecutive months of
    service out of the last 120 months, multiplied by years of
    service accrued after December 31, 1998. Participants with
    service accrued prior to January 1, 1999 under previous
    plans will have a portion of their benefit calculated pursuant
    to such plans. See  Retirement Benefits
    below.
       Benefits are reduced if the participant
    is not at least age 65, or age 62 with 20 years
    of service, at termination.

Cash

All U.S. salaried and non-union hourly employees

Pensionable service period to a maximum of 35 yearsU.S. Supplemental Plan   Benefits are intended to provide
    participants with the same aggregate benefits they would have
    received under the U.S. Pension Plan had there been no legal
    limitations on those benefits.
       No benefits are payable if the
    participant is not at least age 55 at termination.

Cash

Eligible U.S. salaried and non-union hourly employees

Pensionable service period to a maximum of 35 yearsSeverance BenefitsChange in control severance benefits   Benefits are awarded in connection
    with termination within two years of a change of control.
       Termination includes ceasing to be
    employed for any reason, including constructive dismissal,
    except by reason of death, disability, resignation or voluntary
    retirement, or dismissal for dishonest or willful misconduct.

Cash, Insurance and Other Benefits

Selected senior executives (3 individuals)

Upon termination of employmentGeneral severance benefits   Benefits are generally awarded in
    connection with termination without cause.
       Benefits are generally based on two
    weeks of salary for each complete year of service, subject to a
    minimum of 4 weeks and a maximum of 52 weeks.

Cash

All salaried employees

Upon termination of employment     MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  44




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##### 



Elements
    of Executive Compensation: Purpose and Details
  Salary
  Purpose A
    necessary component of compensation to retain qualified
    employees.
    Incentive
    Plan Compensation
         Short-Term
    Incentive Plan
  Purpose: To
    develop strong corporate management by providing annual
    financial incentives to achieve corporate success; to attract,
    retain, motivate and reward productive employees who support
    corporate and operational goals.
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  45




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##### 



2009



2008



2007Cash Flow Return Target



47.26%




23.20%




14.86%Actual Cash Flow
    Return(1)



12.72%




45.85%




21.85%Adjusted Cash Flow Return
    Ratio(2)



0.2692




1.9766




1.4573   (1)
    For a description of how cash flow return is calculated under
    the Short-Term Incentive Plan, see  Summary
    Compensation Table  Non-Equity Incentive Plan
    Compensation.(2)
    Due to rounding, dividing actual cash flow return by the cash
    flow return target may not result in the exact adjusted cash
    flow return ratio.   Medium-Term
    Incentive Plan
  Purpose: To
    align the interests of our executive officers and shareholders;
    to reward executive officers and key employees for superior
    performance over a three-year performance period and for their
    continued contributions to our success.
        MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  46




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##### 



 Long-Term
    Incentives (Performance Stock Options)
  Purpose: To
    align the interests of our executive officers and shareholders;
    to provide incentives to executive officers and key employees to
    promote long-term shareholder interests.
          MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  47




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##### 



10-year
      CFROI-WACC toAchieve Maximum


Actual


ActualVesting


CFROI-WACC(1)


Vesting Percentage2005 Performance Option Plan



2.50




8.29




100%2006 Performance Option Plan



2.50




16.50




100%2007 Performance Option Plan



2.50




16.04




100%   (1)

    Actual CFROI-WACC reflects the average of the annual CFROI-WACC
    for the three years during the applicable performance period.
    For a description of how CFROI-WACC is calculated and for the
    full Performance Option Plan vesting schedule, see Grants
    of Plan-Based Awards  Option Awards.      Post-Retirement
    and Termination Compensation
   Retirement
    Benefits
  Purpose: To
    supplement the income of our employees after their
    retirement.
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  48




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##### 



December 31,2009


2008Total Supplemental Plan Liability

$
34.8 million


$
25.6 million    Severance
    Benefits
  Purpose: To
    provide appropriate benefits that reflect the potential
    difficulty in obtaining comparable employment in a short period
    of time and provide for a complete separation between the
    terminated employee and our company.
     Change
    in Control Agreements
  Purpose: Historical
    agreements with certain senior executives.
      
    a lump-sum payment of three times the executives current
    base salary and average bonus for the last three years;
    a lump-sum payment of the pro-rata target bonus for the year in
    which the termination occurs;
    immediate vesting and cash out of all outstanding Medium-Term
    Incentive Plan awards;
    a credit of three additional years of service under the Canadian
    Supplemental Plan;
    a three-year continuation of medical, disability and group term
    life insurance, provided that these benefits terminate upon
    obtaining similar coverage from a new employer or upon
    commencement of retiree benefits; and
    financial or outplacement counseling to a maximum of Cdn$10,000.  Income Tax Act
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  49




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##### 



Form 10-K
  Policy
    on Recoupment of Unearned Compensation
    Compensation
    Consultants and Comparator Groups
        Year Ended December 31,2009


2008Fees attributable to compensation consulting
    services(1)

$
473,872


$
362,300Fees attributable to other
    services(2)






Percentage of fees attributable to compensation consulting
    services


100
%


100
%   (1)
    For 2009, includes $30,473 attributable to compensation
    consulting services requested by management and approved by the
    Committee, including calculation of stock and option award
    expense amounts in accordance with Financial Accounting
    Standards Board Accounting Standards Codification
    Topic 718, Compensation  Stock
    Compensation.(2)
    Effective January 1, 2010, Watson Wyatt and Towers Perrin
    combined their global consulting businesses pursuant to a merger
    agreement that was adopted by each companys shareholders.
    In 2009, we entered into a contract, effective January 1,
    2010, with Towers Perrin for certain consulting services,
    including prescription drug benefit plan design and advice. The
    companys retention of Towers Perrin was discussed with the
    Committee in advance. We paid $17,000 to Towers Perrin in 2009
    for analysis related to these services.  U.S.-based
  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  50




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##### 



Air Products and Chemicals, Inc.
    Agrium Inc.
    Arch Coal Inc.
    Ashland Inc.
    Barrick Gold Corporation
    Cameco Corporation
    CF Industries Holdings, Inc.

Eastman Chemical Company
    Ecolab Inc.
    Martin Marietta Materials, Inc.
    Monsanto Company
    The Mosaic Company
    Newmont Mining Corporation
    Nova Chemicals Corporation

Peabody Energy Corporation
    PPG Industries, Inc.
    Praxair, Inc.
    The Valspar Corporation
    Vulcan Materials Company     Executive
    Share Ownership Guidelines
        Title

Share Ownership
    GuidelineChief Executive Officer

5 times base salaryChief Financial Officer, Chief Operating Officer, Senior Vice
    Presidents and Division Presidents

3 times base salaryDesignated Senior Vice Presidents and Vice Presidents

1 times base salary     Named Executive


Number of Shares


Value of Shares


Value Required to


Value Held asOfficer


Held


Held


Meet Guidelines


Multiple of SalaryWilliam J. Doyle


467,764(1)


$53,858,353


$5,680,000


47.4xWayne R. Brownlee


58,500


$6,735,690


$1,542,528


13.1xJames F. Dietz


57,601


$6,632,179


$1,516,944


13.1xG. David Delaney


40,324


$4,642,905


$1,277,640


10.9xBarbara Jane Irwin


53,446


$6,153,772


$1,221,168


15.1x   (1)

    Includes 19,898 Shares held in the William &
    Kathy Doyle Foundation, 216,336 Shares held in the WJ Doyle
    Revocable Trust and 230,728 Shares held in the Doyle Family
    LLC.  MANAGEMENT PROXY
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Chief
    Executive Officer Compensation
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n ◘ o
  CORPORATE GOAL: Be the supplier of choice to the markets we
    serve.Goal2009 Individual Performance Goal


Achieved


Discussion of 2009 Performance1.    Improve product quality so we can
    provide the highest quality products to our customers.


n


Product quality performance improved in 2009 as total complaints
    declined 18% and complaints related to dust, lumps or product
    sizing declined 20%.2.    Find new ways to make it easier for
    our customers to do business with us.


n


Eight important customer initiatives were introduced or
    continued in 2009:
    (a)  Upgraded and expanded our North American and
    international transportation and distribution system to: (i)
    improve asset utilization; (ii) faster loading, unloading and
    transit times; (iii) increase storage capacity; (iv) offer
    additional transportation mode alternatives; and (v) bring our
    product closer to our customers;
    (b)  Enhanced raw material transportation flexibility
    to improve finished product availability for our customers;
    (c)  Collaborated with customers in developing
    strategies to optimize their supply chain and reduce seasonality
    in their business;
    (d)  Partnered with customers to discuss and share
    information to ensure the highest levels of product quality,
    reliability and service;
    (e)  Assumed an active leadership role in industry
    trade associations, working closely with governmental and other
    agencies to address transportation policy matters;
    (f)  Expanded the delivery of market analysis reports,
    targeting the issues and trends most important to our
    fertilizer, feed and industrial customers;
    (g)  Supplemented our Safe Feed/Safe Food
    certification by voluntarily implementing enhanced risk analyses
    and control tools for assessing and restricting contaminants,
    demonstrating our pledge to food safety and enhancing consumer
    confidence in the products we provide; and
    (h)  Utilized information technology to enhance and
    streamline our customers ability to forecast and monitor
    the sourcing, procurement and delivery of our products to their
    end-use locations.CORPORATE GOAL: Maximize long-term shareholder value.Goal2009 Individual Performance Goal


Achieved


Discussion of 2009 Performance1.    Meet the budget approved for 2009,
    including earnings per Share (EPS) of $16.38 and
    cash flow per Share (CFPS) of $16.92.


o


Actual 2009 EPS was $3.25, 80% below our target of $16.38.
    Actual 2009 CFPS was $4.44, 74% below our target of $16.92.2.    Continue to drive the Potash
    First strategy by staying on top of all global
    opportunities while at the same time being open to strategic
    alternatives for phosphate and nitrogen should an attractive
    alternative present itself.


n


We initiated and continued to actively pursue global potash
    opportunities and strategic developments in phosphate and
    nitrogen. We kept the Board informed and engaged regarding these
    opportunities and developments.3.    Outperform our peer group on the
    DAX Ag.


o


In 2009, our common stock under performed the DAX Ag with an
    annual total shareholder return of approximately 48.7%. Our
    total shareholder return was approximately 63.7% of the total
    shareholder return of the DAX Ag.4.    Grow the revenue base and bottom
    line for our company through strategic use of capital.


n


In 2009, we continued our potash capacity expansion projects,
    including the completion of our debottlenecking project at
    Patience Lake, which brought back 360,000 tonnes of previously
    idled capacity. We also completed a new sulfuric acid plant at
    Aurora.5.    Lead managements effort to
    make sure it does its part in the pursuit of the best possible
    corporate governance for our company.


n


Excellence in corporate governance requires transparency and
    accountability. In this regard, in 2009, the CEO personally
    engaged numerous stakeholders, including shareholders, the
    analyst community, media and employees in personal meetings and
    conference calls throughout the year.In addition, the CEO supported the Boards decision to
    voluntarily adopt a say on pay policy granting shareholders an
    advisory vote on the companys executive compensation
    practices and philosophy.Our commitment to excellence in corporate governance was
    recognized by external monitors, including The Globe and Mail,
    which ranked our company
    8th out

    of more than 200 Canadian companies in its 2009 corporate
    governance rankings. The Canadian Institute of Chartered
    Accountants recognized the quality of our corporate reporting
    and disclosure practices with its overall Award of Excellence
    and recognized us for our website disclosure, sustainability
    reporting and financial reporting.   MANAGEMENT PROXY
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CORPORATE GOAL: Build strong relationships with and improve
    the socio-economic well-being of our communities.Goal2009 Individual Performance Goal


Achieved


Discussion of 2009 Performance1.    Provide leadership for our company
    with the investment community, within our industry and in the
    communities in which our people work and reside.


n


In 2009, we received high marks in investor surveys relating to
    Confidence in Management and Communications
    with the Financial Community. On a scale of 1 to 10, we
    received a score of 8.0 or higher in 70% of the categories,
    including a rating of 9.0 for communications materials. Our
    ratings in these surveys were in the top quartile for all
    categories. In addition, surveys of community leaders were
    conducted in three communities in which we operated (Aurora,
    Cincinnati and Joplin) regarding our community involvement,
    business practices and economic impact. We averaged an overall
    rating of 4.1 (on a scale of 1 to 5), which is in the top
    quartile for these surveys.The CEO served on the boards of key industry groups, including
    serving as Chairman of the Nutrients for Life Foundation, Senior
    Vice-President of the International Fertilizer Industry
    Association and a member of the boards of The Fertilizer
    Institute and International Plant Nutrition Institute. In
    addition, the CEO delivered the commencement address at the
    University of Saskatchewan fall convocation and received an
    honorary doctorate recognizing the companys achievements
    and contributions to the University.CORPORATE GOAL: Attract and retain talented, motivated and
    productive employees who are committed to our long-term
    goals.Goal2009 Individual Performance Goal


Achieved


Discussion of 2009 Performance1.    Show measurable success in
    leadership development and succession planning for our
    employees.


n


With 88.9% of open senior staff positions filled with internal candidates, we exceeded our goal of 75%. Several executive-level vacancies were filled with well-qualified employees identified through the succession planning process.In February, we held the first of a series of company-wide meetings of human resource managers to discuss and define a global set of leadership core competencies. The leadership core competencies will establish a framework for evaluating employees leadership potential and help facilitate employee development and assessment.Employees completed a variety of leadership development training and management skills courses.CORPORATE GOAL: Achieve no harm to people and no damage to
    the environment.Goal2009 Individual Performance Goal


Achieved


Discussion of 2009 Performance1.    Improve all measurable safety
    indices with the emphasis on reducing serious injuries so we can
    achieve our goal of providing the safest work environment for
    our employees.


◘


Unfortunately, a fatality occurred at New Brunswick when an underground pipefitter was struck by a pipe during installation.With a continued emphasis on the personalization of safety at all levels in our organization, significant performance improvement was achieved in 2009. New record lows were established for our employees in the recordable injury rate, which declined 26%, and the lost time injury rate, which declined 46%.In 2009, we established a three-year target to reduce our total
    site injury severity rate by 25% by the end of 2011. This target
    was achieved in 2009, and we have established a new three-year
    target to reduce our total site injury severity rate by an
    additional 10% by the end of 2012.2.    Improve the environmental
    commitment and performance across our companys operations
    to positively impact the climate, our use of natural resources,
    and our environmental stewardship.


◘


In 2009, our goal of reducing total environmental incidents by
    10% was not fully achieved. In the United States, the number of
    reportable releases declined 14% but permit violations increased
    75% (from 4 to 7). Spills in our potash segment increased,
    primarily due to brine spills associated with disposal of water
    inflow at New Brunswick.   MANAGEMENT PROXY
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Executive
    Compensation
  Summary
    Compensation
    Table(1)
    Change inPension andNon-Equity


NonqualifiedIncentive


DeferredStock



Option



Plan


Compensation


All OtherName and






Salary



Bonus


Awards(2)



Awards(3)



Compensation(4)


Earnings(5)


Compensation(6)



TotalPrincipal Position


Year



($)



($)


($)



($)



($)


($)


($)



($)(a)


(b)



(c)



(d)


(e)



(f)



(g)


(h)


(i)



(j)William J. DoylePresident and Chief
    Executive Officer



2009
    2008
    2007




1,092,000
    1,092,000
    1,040,000




    
    



1,693,628
    
    




4,932,350
    6,508,418
    7,652,960





    2,075,000
    2,190,000




1,744,700
    4,173,645
    2,340,578




217,712
    257,984
    163,383




9,680,390
    14,107,047
    13,386,921Wayne R. BrownleeExecutive Vice
    President, Treasurer
    and Chief Financial Officer



2009
    2008
    2007




494,400
    494,400
    480,000




    
    



492,924
    
    




1,279,394
    1,802,292
    2,018,887





    692,000
    578,000




627,363
    2,238,102
    406,802




44,156
    43,693
    44,114




2,938,237
    5,270,487
    3,527,803James F. DietzExecutive Vice
    President and Chief Operating Officer



2009
    2008
    2007




486,200
    486,200
    463,000




    
    



484,771
    
    




1,329,590
    1,754,121
    2,049,900





    647,000
    621,000




791,583
    196,209
    62,363




43,921
    42,795
    40,133




3,136,065
    3,126,325
    3,236,396G. David DelaneyPresident, PCS Sales



2009
    2008
    2007




409,500
    399,750
    375,000




    
    



362,954
    
    




664,795
    871,498
    1,065,948





    450,000
    450,000




391,750
    23,287
    8,793




21,241
    33,554
    34,330




1,850,240
    1,778,089
    1,934,071Barbara Jane IrwinSenior Vice President,
    Administration



2009
    2008
    2007




395,200
    387,600
    372,500




    
    



350,293
    
    




664,795
    871,498
    1,065,948





    435,000
    400,000




296,680
    35,803
    21,171




28,235
    21,978
    20,094




1,735,203
    1,751,879
    1,879,713   (1)
    Those amounts that were paid in Canadian dollars have been
    converted to United States dollars using the average exchange
    rate for the month prior to the date of payment.(2)
    Reports the grant date fair value, as calculated in accordance
    with Financial Accounting Standards Board Accounting Standards
    Codification Topic 718, Compensation  Stock
    Compensation, or FASB ASC Topic 718, of performance share
    units granted pursuant to our Medium-Term Incentive Plan in
    effect for the three-year performance period January 1,
    2009 to December 31, 2011. See Compensation
    Discussion and Analysis  Medium-Term Incentive
    Plan. For the FASB ASC Topic 718 calculations, the value
    of the performance share units was estimated using a Monte Carlo
    valuation model with the following assumptions:  Risk-Free





Correlation Between Our


Volatility of Our


Volatility ofInterest Rate


Dividend Yield


Common Share Price and DAX Ag


Common Share Price


the DAX Ag0.95%



0.46
%



0.836




58.9
%



34.7
%
   Based on the maximum allowable payout value of the Medium-Term
    Incentive Plan awards of $194.80 in accordance with the plan, if
    maximum performance is achieved under the plan for the
    three-year performance period ending December 31, 2011, the
    awards would have the following values: Mr. Doyle,
    $10,318,751; Mr. Brownlee, $3,003,232; Mr. Dietz,
    $2,953,558; Mr. Delaney, $2,211,370; and Ms. Irwin,
    $2,134,229.  (3)
    Reports the grant date fair value, as calculated in accordance
    with FASB ASC Topic 718, of options granted pursuant to the 2009
    Performance Option Plan, 2008 Performance Option Plan and the
    2007 Performance Option Plan, respectively. The amounts reported
    assume that all option grants vest at 100%. See
    Compensation Discussion and Analysis  Long-Term
    Incentives. For a discussion of the assumptions made in
    the valuation of the awards, see Notes 25 and 31 to our
    consolidated financial statements for the fiscal year ended
    December 31, 2009, Notes 27 and 33 to our consolidated
    financial statements for the fiscal year ended December 31,
    2008 and Notes 27 and 33 to our consolidated financial
    statements for the fiscal year ended December 31, 2007.(4)
    Reports amounts awarded pursuant to our Short-Term Incentive
    Plan for 2009, 2008 and 2007 performance, which amounts were
    paid in 2010, 2009 and 2008, respectively. See
    Compensation Discussion and Analysis 
    Short-Term Incentive Plan.  MANAGEMENT PROXY
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(5)

    Reports the aggregate annual change in the actuarial present
    value of each Named Executive Officers accumulated benefit
    under the Canadian Supplemental Plan, the U.S. Pension Plan and
    the U.S. Supplemental Plan, as set forth in the below table.  William J.


Wayne R.


James F.


G. David


Barbara JaneDoyle


Brownlee


Dietz


Delaney


Irwin2009



$
1,744,700



$
627,363














Canadian Supplemental Plan



2008




4,173,645




2,238,102














2007




2,340,578




406,802














2009













$
198,454



$
172,926



$
91,759U.S. Pension Plan



2008














19,181




(13,894
)



3,7972007














(27,946
)



(7,738
)



8,7032009














593,129




218,824




204,921U.S. Supplemental Plan



2008














177,028




37,181




32,0062007














90,309




16,531




12,4682009



$
1,744,700



$
627,363



$
791,583



$
391,750



$
296,680Total



2008




4,173,645




2,238,102




196,209




23,287




35,8032007




2,340,578




406,802




62,363




8,793




21,171   (6)

    The following table sets forth the amounts attributable to each
    of the compensation items included in All Other
    Compensation for each Named Executive Officer.  William J.


Wayne R.


James F.


G. David


Barbara JaneDoyle


Brownlee


Dietz


Delaney


Irwin2009



$
8,937



$
8,856














Company Contributions to Canadian Pension Plan



2008




10,427




10,446














2007




8,590




8,568














2009




65,520




29,664



$
21,722
(a)


$
19,343
(b)


$
18,978
(c)Company Contributions to Savings Plan or 401(k) Plan



2008




65,044




29,780




20,575
(a)



18,150
(b)



18,075
(c)2007




60,285




27,779




20,039
(a)



17,190
(b)



17,520
(c)2009




8,454




2,842




9,463




1,898




9,257Life Insurance Premiums Paid for the Benefit of NEO



2008




9,977




3,280




8,487




1,736




3,0632007




10,122




3,690




7,354




1,391




2,5742009




10,000



















Medical Insurance Premiums Paid on Behalf of NEO



2008




20,624



















2007




17,014



















2009




19,547




2,794














Tax
    Gross-Ups
    for Taxable Benefits



2008




36,093




187




1,594




798




8402007




11,663




6,192














2009




105,254









12,736









Perquisites(d)



2008




115,819









12,139




12,870




2007




55,708




11,264




12,740




15,749




2009



$
217,712



$
44,156



$
43,921



$
21,241



$
28,235Total



2008




257,984




43,693




42,795




33,554




21,9782007




163,383




57,493




40,133




34,330




20,094   (a)
    For 2009, includes $14,036 in contributions to the 401(k) Plan
    on behalf of Mr. Dietz and $7,686 that exceeds the 401(k)
    Plan statutory limit and is therefore immediately taxable and
    paid to Mr. Dietz in cash. For 2008, includes $13,435 in
    contributions to the 401(k) Plan on behalf of Mr. Dietz and
    $7,140 that exceeds the 401(k) Plan statutory limit and is
    therefore immediately taxable and paid to Mr. Dietz in
    cash. For 2007, includes $13,289 in contributions to the 401(k)
    Plan on behalf of Mr. Dietz and $6,750 that exceeds the
    401(k) Plan statutory limit and is therefore immediately taxable
    and paid to Mr. Dietz in cash.(b)
    For 2009, includes $14,250 in contributions to the 401(k) Plan
    on behalf of Mr. Delaney and $5,093 that exceeds the 401(k)
    Plan statutory limit and is therefore immediately taxable and
    paid to Mr. Delaney in cash. For 2008, includes $13,650 in
    contributions to the 401(k) Plan on behalf of Mr. Delaney
    and $4,500 that exceeds the 401(k) Plan statutory limit and is
    therefore immediately taxable and paid to Mr. Delaney in
    cash. For 2007, includes $13,350 in contributions to the 401(k)
    Plan on behalf of Mr. Delaney and $3,840 that exceeds the
    401(k) Plan statutory limit and is therefore immediately taxable
    and paid to Mr. Delaney in cash.(c)
    For 2009, includes $14,250 in contributions to the 401(k) Plan
    on behalf of Ms. Irwin and $4,728 that exceeds the 401(k)
    Plan statutory limit and is therefore immediately taxable and
    paid to Ms. Irwin in cash. For 2008, includes $13,650 in
    contributions to the 401(k) Plan on behalf of Ms. Irwin and
    $4,425 that exceeds the 401(k) Plan statutory limit and is
    therefore immediately taxable and paid to Ms. Irwin in
    cash. For 2007, includes $13,350 in contributions to the 401(k)
    Plan on behalf of Ms. Irwin and $4,170 that exceeds the
    401(k) Plan statutory limit and is therefore immediately taxable
    and paid to Ms. Irwin in cash.(d)
    Perquisites include, for Mr. Doyle, country club
    memberships, financial and tax planning services, spousal/family
    travel benefits (while accompanying the executive on corporation
    business) and parking; for Mr. Brownlee, country club
    memberships, spousal travel benefits (while accompanying the
    executive on corporation business) and parking; and for
    Mr. Dietz and Mr. Delaney, country club memberships
    and spousal travel benefits (while accompanying the executive on
    corporation business). The aggregate incremental cost of the
    financial and tax planning services paid for the benefit of
    Mr. Doyle was $52,063 in 2009, $38,222 in 2008 and $29,506
    in 2007. The aggregate incremental cost of spousal/family travel
    benefits paid for the benefit of Mr. Doyle was $27,585 in
    2009 and $51,407 in 2008.  MANAGEMENT PROXY
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Salary
    and Bonus
    Stock
    Awards
      TSR Vesting ScheduleTSR


Vesting Percentage5% or less


0%25%


50%50%


100%60%


125%75% or more


150%   Relative TSR Vesting ScheduleTSR as % of DaxAg TSR


Vesting PercentageLess than 100%


0%100%


50%130%


100%145% or more


150%   30-day
  Option
    Awards
    Non-Equity
    Incentive Plan Compensation
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Award Percentage


Award Percentage


Maximum AwardWhen ACFR is


When ACFR is Equal to or Greater


Percentage (ACFROfficers


Less Than 1


Than 1


Greater Than 1.5)Tier 1: Corporate President, CEO


100% multiplied by ACFR


(200% multiplied by ACFR) minus 100%


200%Tier 2: Executive Level 7 (Executive VP and COO,
    Executive VP and CFO)


70% multiplied by ACFR


(140% multiplied by ACFR) minus 70%


140%Tier 3: Executive Level 6
    (Senior VP Admin., Subsidiary Presidents)


55% multiplied by ACFR


(110% multiplied by ACFR) minus 55%


110%   Form 10-Q
  Total
    Compensation
    Aggregate TotalTotal Compensation of


% of


Compensation of


% ofNet Income


Chief Executive Officer


Net Income


Named Executive Officers


Net Income2009


$987.8 million


$9.7 million


1.0%


$19.3 million



2.0
%2008


$3,495.2 million


$14.1 million


0.4%


$26.0 million



0.7
%2007


$1,103.6 million


$13.4 million


1.2%


$24.0 million



2.2
%   Employment
    Agreements
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Grants
    of Plan-Based Awards
    Estimated Possible Payouts
    Under


Estimated Future Payouts
    UnderNon-Equity Incentive Plan
    Awards(1)


Equity Incentive Plan Awards





GrantExercise


Date Fairor Base


Value ofPrice of


Stock andOption


OptionGrant



Threshold



Target


Maximum


Threshold


Target


Maximum


Awards(2)


AwardsName


Date



($)



($)


($)


(#)


(#)


(#)


($/Sh)


($)(a)


(b)



(c)



(d)


(e)


(f)


(g)


(h)


(k)


(l)William J. DoyleShort-Term Incentive Plan








546,000



1,092,000


2,184,000Medium-Term Incentive Plan



1/1/2009

















35,314


52,971






1,693,628Performance Option Plan



5/7/2009














0


115,000


115,000


$96.04



4,932,350Wayne R. BrownleeShort-Term Incentive Plan








173,000



346,000


692,000Medium-Term Incentive Plan



1/1/2009

















10,278


15,417






492,924Performance Option Plan



5/7/2009














0


31,000


31,000


Cdn$111.95



1,279,394James F. DietzShort-Term Incentive Plan








170,250



340,500


681,000Medium-Term Incentive Plan



1/1/2009

















10,108


15,162






484,771Performance Option Plan



5/7/2009














0


31,000


31,000


$96.04



1,329,590G. David DelaneyShort-Term Incentive Plan








112,500



225,000


450,000Medium-Term Incentive Plan



1/1/2009

















7,568


11,352






362,954Performance Option Plan



5/7/2009














0


15,500


15,500


$96.04



664,795Barbara Jane IrwinShort-Term Incentive Plan








108,750



217,500


435,000Medium-Term Incentive Plan



1/1/2009

















7,304


10,956






350,293Performance Option Plan



5/7/2009














0


15,500


15,500


$96.04



664,795   (1)
    The amounts in columns (c), (d) and (e) set forth the
    threshold, target and maximum values of the 2009 Short-Term
    Incentive Plan awards based on respective cash flow returns of
    50%, 100% and 150% of target cash flow return for 2009. The
    actual amount of each Named Executive Officers 2009
    Short-Term Incentive Plan award is set forth in column
    (g) of the Summary Compensation Table above.(2)
    Pursuant to the terms of the plan, options under the 2009
    Performance Option Plan were granted with an exercise price
    equal to the closing market price per Share on the NYSE for
    Mr. Doyle, Mr. Dietz, Mr. Delaney and
    Ms. Irwin and on the TSX for Mr. Brownlee, in each
    case on the trading day prior to the grant date. As is our
    practice, options under the 2009 Performance Option Plan were
    granted following shareholder approval of the plan at the 2009
    Annual Meeting on May 7, 2009.  Option
    Awards
  10-year
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Form 10-Q Form 10-Q Form 10-Q
    Vesting Schedule3 Year Average ofCFROI Minus WACC


Vesting PercentageLess than 0%


0%0.20%


30%1.20%


70%2.20%


90%2.50%


100%     MANAGEMENT PROXY
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Outstanding
    Equity Awards at Fiscal Year-End
    Option Awards


Stock AwardsEquityIncentive PlanEquity








Equity


Awards:Incentive








Incentive Plan


Market orPlan








Awards:


PayoutAwards:








Number of


Value ofNumber of


Number of


Number of








Unearned


UnearnedSecurities


Securities


Securities








Shares, Units


Shares, UnitsUnderlying


Underlying


Underlying








or Other


or OtherUnexercised


Unexercised


Unexercised


Option


Option


Rights That


Rights ThatOptions


Options


Unearned


Exercise


Expiration


Have Not


Have NotName


Exercisable(1)


Unexercisable


Options(2)


Price


Date


Vested(3)


Vested(4)(a)


(b)


(c)


(d)


(e)


(f)


(i)


(j)William J. Doyle



320,000














$10
.16



11/21/2010420,000














$10
.50



11/20/2011420,000














$11
.00



11/20/2012337,536














$13
.17



11/20/2013




52,971



$
10,318,751675,000














$29
.41



5/5/2015450,000














$33
.67



5/4/2016336,000
(5)













$62
.73



5/3/201787,750




$198
.77



5/8/2018115,000




$96
.04



5/7/2019Wayne R. Brownlee



180,000














Cdn$16
.65



11/20/2011180,000














Cdn$17
.44



11/20/2012144,660














Cdn$17
.17



11/20/2013195,000














Cdn$36
.64



5/5/2015




15,417



$
3,003,232150,000














Cdn$37
.27



5/4/201690,000
(5)













Cdn$69
.48



5/3/201723,650




Cdn$199
.70



5/8/201831,000




Cdn$111
.95



5/7/2019James F. Dietz



50,000














$10
.50



11/20/2011210,000














$11
.00



11/20/2012168,756














$13
.17



11/20/2013195,000














$29
.41



5/5/2015




15,162



$
2,953,558150,000














$33
.67



5/4/201690,000
(5)













$62
.73



5/3/201723,650




$198
.77



5/8/201831,000




$96
.04



5/7/2019G. David Delaney



65,000














$29
.41



5/5/201572,000














$33
.67



5/4/2016




11,352



$
2,211,37046,800
(5)













$62
.73



5/3/201711,750




$198
.77



5/8/201815,500




$96
.04



5/7/2019Barbara Jane Irwin



157,390














$10
.50



11/20/2011180,000














$11
.00



11/20/2012144,660














$13
.17



11/20/2013105,000














$29
.41



5/5/2015




10,956



$
2,134,22972,000














$33
.67



5/4/201646,800
(5)













$62
.73



5/3/201711,750




$198
.77



5/8/201815,500




$96
.04



5/7/2019   (1)

    As of December 31, 2009, the aggregate before tax value of
    unexercised options that are currently exercisable held by each
    Named Executive Officer was as follows: Mr. Doyle,
    $248,194,077; Mr. Brownlee, $69,977,394; Mr. Dietz,
    $72,228,859; Mr. Delaney, $12,670,646; and Ms. Irwin
    $62,598,904. The aggregate value of unexercised options held by
    Mr. Brownlee was converted to U.S. dollars using the
    average Canadian exchange rate of 1.1415 for fiscal year 2009.  MANAGEMENT PROXY
    CIRCULAR ï Compensation

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##### 



(2)
    The outstanding equity incentive plan awards reported in column
    (d) represent unearned options pursuant to our 2008 and
    2009 Performance Option Plans. Options granted pursuant to the
    2008 Performance Option Plan vest at the end of the performance
    period ending December 31, 2010, and options granted
    pursuant to the 2009 Performance Option Plan vest at the end of
    the performance period ending December 31, 2011. The
    reported number of Shares underlying the options is based on
    achievement of the plans maximum performance levels.(3)
    The outstanding equity incentive plan awards reported in column
    (i) represent outstanding awards pursuant to our
    Medium-Term Incentive Plan, which vest at the end of the
    performance period ending December 31, 2011. The reported
    number of units is based on achievement of the plans
    maximum performance level.(4)
    Based on the maximum allowable payout value of the Medium-Term
    Incentive Plan awards of $194.80 in accordance with the plan.
    The average closing price of our common shares on the NYSE for
    the last 30 trading days of 2009 was $114.59.(5)
    Reports options granted under the 2007 Performance Option Plan
    that vested at the end of the performance period ending
    December 31, 2009. The before tax value of such vested
    options held by each Named Executive Officer, as of
    December 31, 2009, was as follows: Mr. Doyle,
    $15,378,720; Mr. Brownlee, $3,540,867; Mr. Dietz,
    $4,119,300; Mr. Delaney, $2,142,036; and Ms. Irwin,
    $2,142,036. The aggregate value of vested options held by
    Mr. Brownlee was converted to U.S. dollars using the
    average Canadian exchange rate of 1.1415 for fiscal year 2009.  Outstanding
    Stock Options
      Option
    Exercises and Stock Vested
    Option Awards


Stock AwardsNumber ofShares





Number ofAcquired on


Value Realized


Shares Acquired


Value RealizedExercise(1)


Upon Exercise


on Vesting


Upon VestingName


(#)


($)


(#)


($)(a)


(b)


(c)


(d)


(e)William J. Doyle


















Wayne R. Brownlee


















James F. Dietz


















G. David Delaney


















Barbara Jane Irwin



15,000




1,214,844









   (1)

    Ms. Irwin did not retain any Shares acquired upon the
    exercise of stock options during 2009.  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  62




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##### 



Pension
    Benefits
    Present Value ofNumber of Years


Accumulated


Payments DuringCredited Service


Benefit(1)


Last Fiscal YearName


Plan Name


(#)


($)


($)William J. Doyle


Canadian Supplemental Plan



22.67




16,562,308




Wayne R. Brownlee


Canadian Supplemental Plan



32.67
(2)



5,658,986




James F. Dietz


U.S. Pension Plan



16.5




567,565U.S. Supplemental Plan



12.83
(3)



1,354,001




G. David Delaney


U.S. Pension Plan



26.67




383,668U.S. Supplemental Plan



12.83
(3)



399,212




Barbara Jane Irwin


U.S. Pension Plan



9.25




193,851U.S. Supplemental Plan



9.25




381,311




   (1)
    The present value of accumulated benefit assumes retirement at
    the earliest age that does not require a reduction in benefits.
    For the Canadian Supplemental Plan, such age is 62. For the U.S.
    Pension Plan and U.S. Supplemental Plan, such age is 65 or
    age 62 with 20 years of service.(2)
    Mr. Brownlees years of credited service includes
    11.6 years of service, from May 1977 to December 1988, with
    the government of Saskatchewan prior to the privatization of our
    company in 1989 and 21.1 years of service, from December
    1988 to the present, with our company and our predecessors.(3)
    The differences in Mr. Dietzs and
    Mr. Delaneys years of credited service under the U.S.
    Pension Plan and the U.S. Supplemental Plan relate to the
    plans differing treatment of Mr. Dietzs and
    Mr. Delaneys years of credited service under the
    Nitrogen Pension Plan, a predecessor to the U.S. Pension Plan.    Interest Rate


6.60% per annumRetirement Age


Age 62Mortality Rates


1994 Unisex Pensioner Mortality Table   MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  63




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##### 



Accrued








AccruedObligation/








Obligation/Accumulated





Non-


AccumulatedValue at


Compensatory


Compensatory


Value atStart of Year


Changes


Changes


End of YearName


Plan Name


($)


($)


($)


($)William J. Doyle


Canadian Pension Plan



122,941




8,937




49,448




181,326Canadian Supplemental Plan



14,817,608




170,496




1,574,204




16,562,308Savings Plan(1)



554,637




32,760




252,348




839,745Wayne R. Brownlee


Canadian Pension Plan



462,962




8,856




169,136




640,954Canadian Supplemental Plan



5,031,623




(49,372)




676,735




5,658,986Savings Plan



108,089




14,832




134,606




257,527James F. Dietz


U.S. Pension Plan



369,111




58,426




140,028




567,565U.S. Supplemental Plan



760,872




304,480




288,649




1,354,001401(k) Plan



342,281




14,036




129,733




486,050G. David Delaney


U.S. Pension Plan



210,742




32,100




140,826




383,688U.S. Supplemental Plan



180,388




98,281




120,543




399,212401(k) Plan



675,404




14,250




335,344




1,024,998Barbara J. Irwin


U.S. Pension Plan



102,092




27,074




64,685




193,851U.S. Supplemental Plan



176,390




93,160




111,761




381,311401(k) Plan



67,895




14,250




28,572




110,717   (1)

    Includes the value of Mr. Doyles 401(k) Plan account,
    which is attributable to his prior service as President of PCS
    Sales.  Pension
    Plans
        MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  64




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##### 



MANAGEMENT PROXY
    CIRCULAR ï Compensation

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##### 



Estimated
    Termination Payments and Benefits
    BarbaraWilliam J.



Wayne R.



James F.



G. David



JaneDoyle



Brownlee



Dietz



Delaney



Irwin($)



($)



($)



($)



($)Involuntary Termination/Termination Without CauseSalary/Severance
    Medium-Term Incentive Plan
    Supplemental
    Plan(1)(2)Executive Health & Welfare Benefits



2,488,011953,579
    890,259
    614,639
    29,534




1,265,019494,400
    259,106
    511,513
    0




720,510309,355
    254,821
    156,334
    0




600,288409,500
    190,788
    0
    0




294,300110,167
    184,132
    0
    0Termination Following Change in ControlSalary/Severance
    Medium-Term Incentive Plan
    Stock Options
    (Accelerated)(3)Supplemental
    Plan(1)(2)Executive Health & Welfare Benefits
    Tax Gross-up



28,055,0777,541,000
    2,670,777
    16,811,620
    954,864
    76,816
    0




8,339,4322,753,200
    777,319
    3,921,093
    887,820
    0
    0




5,226,070309,355
    254,821
    4,505,560
    156,334
    0
    0




2,935,454409,500
    190,788
    2,335,166
    0
    0
    0




2,629,466110,167
    184,132
    2,335,166
    0
    0
    0Death or DisabilityMedium-Term Incentive Plan



890,259890,259




259,106259,106




254,821254,821




190,788190,788




184,132184,132RetirementMedium-Term Incentive Plan
    Stock Options (36 Month Continued
    Vesting)(3)Supplemental
    Plan(1)(2)



18,316,518890,259
    16,811,620
    614,639




4,691,712259,106
    3,921,093
    511,513




4,916,715254,821
    4,505,560
    156,334




2,525,954190,788
    2,335,166
    0




2,519,298184,132
    2,335,166
    0   (1)
    Supplemental Plan refers to the Canadian Supplemental Plan for
    Mr. Doyle and Mr. Brownlee and to the U.S.
    Supplemental Plan for Mr. Dietz, Mr. Delaney and
    Ms. Irwin. The Supplemental Plan benefits set forth for
    each Named Executive Officer reflect the incremental value of
    benefits for each termination event that exceeds the present
    value of benefits set forth in the Pension Benefits
    table above.(2)
    As of December 31, 2009, Mr. Delaney was age 48
    and ineligible to receive benefits under the U.S. Supplemental
    Plan, and Ms. Irwin was age 54 and ineligible to
    receive benefits under the U.S. Supplemental Plan. No benefits
    are payable if the participant is not at least age 55 at
    termination.(3)
    The aggregate value of Mr. Brownlees stock options
    was converted to U.S. dollars using the December 31, 2009
    Canadian exchange rate of 1.0501.  Payments
    Made Upon Involuntary Termination or Termination Without
    Cause
    Payments
    Made Upon Termination Following a Change in Control
    MANAGEMENT PROXY
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##### 



gross-up
      Payments
    Made Upon Death or Disability
      Payments
    Made Upon Retirement
      William J. Doyle



Wayne R. Brownlee



James F. Dietz



G. David Delaney



Barbara Jane Irwin($)



($)



($)



($)



($)Year End



Age 65



Year End



Age 65



Year End



Age 65



Year End



Age 65



Year End



Age 65Canadian/U.S.


Annual



1,258,510




1,619,444




491,893




767,896




171,276




208,944




103,464




462,493




46,524




231,015Pension Plan


Aggregate



18,388,187




21,001,468




7,551,409




9,958,321




2,155,054




2,368,825




982,979




5,243,346




623,163




2,619,048Savings/


Annual



57,473




114,136




16,775




50,394




38,258




50,006




107,377




254,513




8,729




34,792401(k) Plan


Aggregate



839,745




1,480,148




257,526




653,528




486,050




567,607




1,024,998




2,885,453




110,717




394,437Total


Annual



1,315,983




1,733,580




508,668




818,290




209,534




258,950




210,841




717,006




55,253




265,807Aggregate



19,227,932




22,481,616




7,808,935




10,611,849




2,641,104




2,936,432




2,007,977




8,128,799




733,880




3,013,485   MANAGEMENT PROXY
    CIRCULAR ï Compensation

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##### 



Performance
    Graphs
  ® Regulation S-K
  
  Dec-04

Dec-05

Dec-06

Dec-07

Dec-08

Dec-09PotashCorp-NYSE Listing

$
100


$
97


$
175


$
529


$
270


$
402Self-Selected Peer Group

$
100


$
107


$
161


$
511


$
222


$
401S&P
    500®

$
100


$
105


$
121


$
128


$
81


$
102DJUSBMI

$
100


$
105


$
123


$
164


$
81


$
134DAX Global Agribusiness

$
100


$
113


$
156


$
298


$
157


$
232
   ©  ©
  Self-selected peer group consists of:

SymbolAgrium Inc.*

AGUCF Industries, Inc.

CFIntrepid Potash

IPIMosaic Co (formerly IMC Global Inc) (through 4Q04)

MOSTerra Industries, Inc.

TRAYara International ASA

YAR NOIsrael Chemicals Limited

CHIM ITSociedad Quimica Y Minera de Chile S.A.

SQM/B CIK + S AG

SDF/GRArab Potash Company

APOT JRUralkali

URKA RU        MANAGEMENT PROXY
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Page  68




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##### 



Dec-04


Dec-05


Dec-06


Dec-07


Dec-08


Dec-09PotashCorp-TSX Listing

$
100


$
94


$
169


$
438


$
274


$
352S&P 500

$
100


$
105


$
121


$
128


$
81


$
102S&P/TSX Composite Index

$
100


$
124


$
146


$
160


$
107


$
145
    ©
  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  69




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##### 



MANAGEMENT PROXY
    CIRCULAR ï Compensation

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##### 



Ownership of Shares    Number of


PercentageShares


ofNumber of


Beneficially


OutstandingName


Shares Held


Owned(1)(2)(3)(4)


SharesWilliam J. Doyle,
    Director, President and
    Chief Executive Officer



467,764
(5)



3,426,300
(5)



1.15
%Wayne R. Brownlee,
    Executive Vice President,
    Treasurer and Chief
    Financial Officer



58,500




998,100




0.33
%James F. Dietz,
    Executive Vice President
    and Chief Operating
    Officer



57,601




921,357




0.31
%G. David Delaney
    President, PCS Sales



40,324




224,124




0.07
%Barbara Jane Irwin
    Senior Vice President,
    Administration



53,446




759,296




0.25
%All directors and
    executive officers as a
    group, including the
    above-named individuals
    (25 persons)



1,026,989




8,311,741




2.80
%   (1)
    The number of Shares beneficially owned is reported on the basis
    of regulations of the SEC, and includes Shares that the
    individual has the right to acquire at any time within
    60 days after February 19, 2010 and Shares directly or
    indirectly held by the individual or by certain family members
    or others over which the individual has sole or shared voting or
    investment power.(2)
    Each of the directors and executive officers of the Corporation,
    with the exception of Mr. Doyle, beneficially owned less
    than 1% of the Shares issued and outstanding as at
    February 19, 2010. The directors and executive officers of
    the Corporation as a group beneficially owned approximately
    2.80% of the Shares issued and outstanding as at
    February 19, 2010.(3)
    Includes Shares purchasable within 60 days after
    February 19, 2010 through the exercise of options granted
    by the Corporation, as follows: Mr. Doyle
    2,958,536 Shares; Mr. Brownlee 939,600 Shares;
    Mr. Dietz 863,756 Shares; Mr. Delaney
    183,800 Shares; Ms. Irwin 705,850 Shares; and
    directors and executive officers as a group, including the
    foregoing individuals, 7,284,752 Shares.(4)
    No Shares beneficially owned by any of the directors or Named
    Executive Officers are pledged as security.(5)
    Includes 19,898 shares held in the William &
    Kathy Doyle Foundation, 216,336 in the WJ Doyle Revocable Trust
    and 230,728 in the Doyle Family LLC.    Name and Address of


Amount and Nature of



Percent ofBeneficial Owner


Beneficial Ownership



Class(1)Capital World Investors
    333 South Hope Street
    Los Angeles, California 90071



16,028,100(2
)



5.41
%   (1)
    Represents percent of Shares outstanding as of February 19,
    2010.(2)
    As set forth in a Schedule 13G dated February 8, 2010.
    Such person has sole dispositive power as to all
    16,028,100 Shares and sole voting power as to
    7,649,000 Shares.  MANAGEMENT PROXY
    CIRCULAR ï Ownership
    of Shares

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##### 



Directors
    and Officers
 Liability Insurance
     Voting
    Shares
       2011 Shareholder
    Proposals
      Additional
    Information
   Form 10-K st
  Directors
    Approval
     
     MANAGEMENT PROXY
    CIRCULAR ï Ownership
    of Shares

Page  72




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##### 



Appendices  PageAppendix A  Disclosure of Corporate Governance
    Practices


74Appendix B  Resolution of
    Shareholders  2010 Performance Option Plan


79Appendix C  2010 Performance Option Plan


80Appendix D  Advisory Vote on Executive
    Compensation


86Appendix E  Board of Directors Charter


87Appendix F  Audit Committee Charter


90Appendix G  Compensation Committee Annual Work
    Plan


96Appendix H  Additional Survey Participants


98








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|------------------------------------------ |  | --------
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|                                           |  |         
|                                           |  |         









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##### 



Appendix A
    Disclosure of Corporate Governance Practices  100%
    Compliance
  58-101 
  FORM 58-101F1 
    CORPORATE GOVERNANCE DISCLOSURE
   Board of
    Directors
   Independent
    Directors
      Directors
    who are not independent
      Majority
    of independent directors
      Other
    directorships
      Meeting
    without management or non-independent directors
        Board
    chair independence
     (a)
    provide leadership to ensure effective functioning of the Board;(b)
    lead in the assessment of Board performance;(c)
    assist the Compensation Committee in monitoring and evaluating
    the performance of the Chief Executive Officer and senior
    officers of the Corporation;(d)
    lead the Board in ensuring succession plans are in place at the
    senior management level; and(e)
    act as an effective liaison among the Board and management.   Director
    Attendance
      Board
    Mandate
      Position
    Descriptions
   Board
    and committee chair position descriptions
     MANAGEMENT PROXY
    CIRCULAR ï Appendices

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##### 



CEO
    position description
       (a)
    foster a corporate culture that promotes ethical practices,
    encourages individual integrity and fulfils social
    responsibility;(b)
    develop and recommend to the Board a long-term strategy and
    vision for the Corporation that leads to creation of shareholder
    value;(c)
    develop and recommend to the Board annual business plans and
    budgets that support the Corporations long-term
    strategy; and(d)
    consistently strive to achieve the Corporations financial
    and operating goals and objectives.   Orientation and
    Continuing Education
   Orientation
     (a)
    provide each new director with a baseline of knowledge about the
    Corporation that will serve as a basis for informed
    decision-making;(b)
    tailor the program for each new director, taking into account
    his or her unique mix of skills, experience, education,
    knowledge and needs; and(c)
    deliver information over a period of time to minimize the
    likelihood of overload and maximize the lasting educational
    impact.  one-on-one
     Continuing
    Education
     (a)
    maintains a directors intranet site to facilitate the
    exchange of views and published information;(b)
    maintains a membership for each director in an organization
    dedicated to corporate governance and ongoing director education;(c)
    each year encourages and funds the attendance of each director
    at one seminar or conference of interest and relevance and funds
    the attendance of each Committee Chair at one additional seminar
    or conference. In all cases, approval for attendance is
    obtained, in advance, from the Board Chair;(d)
    encourages presentations by outside experts to the Board or
    Committees on matters of particular importance or emerging
    significance; and(e)
    at least annually, schedules a site visit in conjunction with a
    Board meeting.     Ethical Business
    Conduct
   Code
    of Conduct
           MANAGEMENT PROXY
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##### 



Material
    Interests
      Culture
    of ethical business conduct
      Nomination of
    Directors
   Identification
    of new candidates for board nomination
     (a)
    in consultation with the Board and Chief Executive Officer and,
    on an ongoing basis, identifies the mix of expertise and
    qualities required for the Board;(b)
    assesses the attributes new directors should have for the
    appropriate mix to be maintained;(c)
    in consultation with the Board and Chief Executive Officer and,
    on an ongoing basis, maintains a database of potential
    candidates;(d)
    has implemented a procedure to identify, with as much advance
    notice as practicable, impending Board vacancies, so as to allow
    sufficient time for recruitment and for introduction of proposed
    nominees to the existing Board;(e)
    develops a short-list of candidates and arranges for
    each candidate to meet with the CG&N Committee, the Board
    Chair and the Chief Executive Officer;  (f)
    recommends to the Board, as a whole, proposed nominee(s) and
    arranges for their introduction to as many Board members as
    practicable;  (g)
    ensures that prospective candidates are informed of the degree
    of energy and commitment the Corporation expects of its
    directors; and(h)
    encourages diversity in the composition of the Board.   Independent
    Corporate Governance and Nominating Committee
        Corporate
    Governance and Nominating Committee Charter
      Compensation
    Committee
   Director
    and Officer Compensation
     MANAGEMENT PROXY
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##### 



Independence
      Compensation
    Committee Charter
      Outside
    Compensation Consultants
      Other Board
    Committees
      Board
    Assessments
     1.
    Annual Board
    Assessment by All Members of the Board  follow-up
  2.
    Annual Assessment
    of Each Committee by Members of That Committee      3.
    Annual Assessment
    of the Board Chair by Members of the Board    MANAGEMENT PROXY
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##### 



4.
    Annual Assessment
    of Each Committee Chair by Members of Each Committee    5.
    Annual Assessment
    of Individual Directors    6.
    Management Board
    Survey  and/or
  MANAGEMENT PROXY
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##### 



Appendix B
    Resolution of Shareholders  2010 Performance Option
    Plan  ,
    1.
    the 2010 Performance Option Plan is hereby adopted and approved
    by the shareholders of the Corporation;2.
    any officer of the Corporation be and is hereby authorized and
    directed for and on behalf of the Corporation to do such things
    and to take such actions as may be necessary or desirable to
    carry out the intent of the foregoing resolution and the matters
    authorized thereby.  MANAGEMENT PROXY
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##### 



Appendix C
    2010 Performance Option Plan  1.
    PURPOSE OF
    PLAN    2.
    DURATION OF THIS
    PLAN    3.
    ADMINISTRATION    4.
    AUTHORITY OF THE
    COMMITTEE  and/or
  5.
    SHARES SUBJECT TO
    STOCK OPTIONS      MANAGEMENT PROXY
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6.
    GRANT OF STOCK
    OPTIONS    7.
    OPTION
    PRICE    8.
    VESTING OF STOCK
    OPTIONS    9.
    PERFORMANCE
    MEASURES FOR VESTING OF STOCK OPTIONS  (a)
    The Performance Measures which will be used to determine the
    degree to which stock options will vest over the three-year
    period beginning the first day of the fiscal year in which they
    are granted (the Performance Period) shall be cash
    flow return on investment (CFROI) and weighted
    average cost of net debt and equity capital (WACC).  (i)
    CFROI is the ratio of after tax operating cash flow to average
    gross investment over the fiscal year, calculated as A divided
    by B, where (1) A equals operating income less/plus
    nonrecurring or unusual items less/plus change in unrealized
    gains/losses on derivative instruments included in net income
    plus accrued incentive awards plus depreciation and amortization
    less current taxes, and (2) B equals the average of total
    assets less/plus the fair value adjustment for investments in
    available for sale securities less the fair value of derivative
    instrument assets plus accumulated depreciation plus accumulated
    amortization less cash and cash equivalents less non interest
    bearing current liabilities excluding derivatives.(ii)
    WACC is the weighted average cost of net debt and equity
    capital, calculated as [A times the product of B divided by C]
    plus [D times the product of E divided by C], where (1) A
    equals the after-tax market yield cost of debt, (2) B
    equals the market value of debt less cash and cash equivalents
    (3) C equals the market value of debt less cash and cash
    equivalents, plus the market value of equity, (4) D equals
    the cost of equity, and (5) E equals the market value of
    equity.  (b)
    In determining the number of stock options that will actually
    vest based on the degree to which the Performance Measures have
    been attained during the applicable Performance Period, the
    following chart shall be utilized which shows the three year
    average excess of CFROI being greater than WACC and the
    respective portion of the stock option that will vest:  Performance Measure




Vesting Scale3 year average excess of




% of Stock OptionCFROI > WACC




Grant Vesting<0%





0%0.20%





30%1.20%





70%2.20%





90%2.50%





100%   MANAGEMENT PROXY
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(c)
    In assessing the portion of the stock options that shall vest in
    accordance with the above chart, the following shall be done:  (i)
    Each year, the CFROI and WACC will be calculated in accordance
    with the definitions herein, based on the audited financial
    statements and approved by the Audit Committee.(ii)
    In each Performance Period, the average of the three fiscal
    years shall be calculated by taking the simple average of the
    individual years results.(iii)
    The resulting three-year average will then be applied, using the
    scale above to determine the number of stock options, if any,
    that will vest as of the end of the Performance Period.(iv)
    For results falling between the reference points in the chart
    above, the level of vesting shall be mathematically interpolated
    between the reference points.  10.
    TERMS OF STOCK
    OPTIONS    (a)
    if the employment of an optionee as an officer or employee of
    the Corporation or a subsidiary terminates, by reason of his or
    her death, or if an optionee who is a retiree pursuant to
    Section 10(b) dies, the legal personal representatives of
    the optionee will be entitled to exercise any unexercised vested
    options, including such stock options that may vest after the
    date of death, during the period ending at the end of the
    twelfth calendar month following the calendar month in which the
    optionee dies, failing which exercise the stock options
    terminate;(b)
    subject to the terms of Section 10(a) above, if the
    employment of an optionee as an officer or employee of the
    Corporation or a subsidiary terminates, by reason of retirement
    in accordance with the then prevailing retirement policy of the
    Corporation or subsidiary, the optionee will be entitled to
    exercise any unexercised vested stock options, including such
    stock options that may vest after the date of retirement, during
    the period ending at the end of the 36th month following
    the calendar month in which the optionee retires, failing which
    exercise the stock options terminate;(c)
    subject to the terms of Section 14 below, if the employment
    of an optionee as an officer or employee of the Corporation or a
    subsidiary terminates, for any reason other than as provided in
    Sections 10(a) or (b), the optionee will be entitled to
    exercise any unexercised vested stock options, to the extent
    exercisable at the date of such event, during the period ending
    at the end of the calendar month immediately following the
    calendar month in which the event occurs, failing which exercise
    the stock options terminate;(d)
    for greater certainty and for these purposes, an optionees
    employment with the Corporation or a subsidiary shall be
    considered to have terminated effective on the last day of the
    optionees actual and active employment with the
    Corporation or subsidiary whether such day is selected by
    agreement with the optionee or unilaterally by the Corporation
    or subsidiary and whether with or without advance notice to the
    optionee. For the avoidance of doubt, no period of notice that
    is given or ought to have been given under applicable law in
    respect of such termination of employment will be utilized in
    determining an optionees entitlement under the Plan. The
    employment of an optionee with the Corporation shall be deemed
    to have terminated for all purposes of the Plan if such person
    is employed by or provides services to a person that is a
    subsidiary of the Corporation and such person ceases to be a
    subsidiary of the Corporation, unless the Committee determines
    otherwise; and  MANAGEMENT PROXY
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(e)
    each stock option is personal to the optionee and is not
    assignable, except (i) as provided in Section 10(a),
    and (ii) at the election of the Board, a stock option may
    be assignable to the spouse, children and grandchildren of the
    original optionee and to a trust, partnership or limited
    liability company, the entire beneficial interest of which is
    held, directly or indirectly, by one or more of the optionee or
    the spouse, children or grandchildren of the optionee (each, a
    Permitted Assignee). If a stock option is assigned
    to one or more Permitted Assignees, nothing contained in this
    section 10(e) shall prohibit a subsequent assignment of
    such stock option to one or more other Permitted Assignees or
    back to the optionee.      11.
    EXERCISE OF STOCK
    OPTIONS    12.
    ADJUSTMENTS  and/or
  13.
    MERGERS    14.
    CIRCUMSTANCES FOR
    ACCELERATED VESTING    (a)
    Additional circumstances include:  (i)
    Upon a change of control the potential successor
    fails to assume the obligations with respect to each option or
    fails to convert or replace the options with equivalent
    options; or(ii)
    During the two-year period following the effective date of a
    change of control, the optionee is terminated without Cause (as
    defined below) or the optionee resigns employment for Good
    Reason (as defined below).  (b)
    For purposes of this Plan, a change of control of the
    Corporation shall be deemed to have occurred if any of the
    following occur, unless the Board adopts a plan after the
    Effective Date of this Plan that has a different  MANAGEMENT PROXY
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definition (in which case such definition shall be applied), or
    the Committee decides to modify or amend the following
    definition through an amendment of this Plan:  (i)
    within any period of two consecutive years, individuals who at
    the beginning of such period constituted the Board and any new
    directors whose appointment by the Board or nomination for
    election by shareholders of the Corporation was approved by a
    vote of at least a majority of the directors then still in
    office who either were directors at the beginning of the period
    or whose appointment or nomination for election was previously
    so approved, cease for any reason to constitute a majority of
    the Board;(ii)
    there occurs an amalgamation, merger, consolidation,
    wind-up,
    reorganization or restructuring of the Corporation with or into
    any other entity, or a similar event or series of such events,
    other than any such event or series of events which results in
    securities of the surviving or consolidated corporation
    representing 50% or more of the combined voting power of the
    surviving or consolidated corporations then outstanding
    securities entitled to vote in the election of directors of the
    surviving or consolidated corporation being beneficially owned,
    directly or indirectly, by the persons who were the holders of
    the Corporations outstanding securities entitled to vote
    in the election of directors of the Corporation prior to such
    event or series of events in substantially the same proportions
    as their ownership immediately prior to such event of the
    Corporations then outstanding securities entitled to vote
    in the election of directors of the Corporation;(iii)
    50% or more of the fixed assets (based on book value as shown on
    the most recent available audited annual or unaudited quarterly
    consolidated financial statements) of the Corporation are sold
    or otherwise disposed of (by liquidation, dissolution, dividend
    or otherwise) in one transaction or series of transactions
    within any twelve month period;(iv)
    any party, including persons acting jointly or in concert with
    that party, becomes (through a take-over bid or otherwise) the
    beneficial owner, directly or indirectly, of securities of the
    Corporation representing 20% or more of the combined voting
    power of the Corporations then outstanding securities
    entitled to vote in the election of directors of the
    Corporation, unless in any particular situation the Board
    determines in advance of such event that such event shall not
    constitute a change of control; or(v)
    the Board approves
    and/or
    recommends that shareholders accept, approve or adopt any
    transaction that would constitute a change of control under
    clause (ii), (iii) or (iv) of this Section 14(b) and
    determines that the change of control resulting from such
    transaction will be deemed to have occurred as of a specified
    date earlier than the date under (ii), (iii) or (iv), as
    applicable.  (c)
    For purposes of this Plan, Cause means dishonest or
    willful misconduct or lack of good faith resulting in material
    harm to the Corporation, financial or otherwise.(d)
    For purposes of this Plan, Good Reason means:  (i)
    a substantial diminution in the optionees authorities,
    duties, responsibilities, status (including offices, titles, and
    reporting requirements) from those in effect immediately prior
    to the change of control;(ii)
    the Corporation requires the optionee to be based at a location
    in excess of fifty (50) miles from the location of the
    optionees principal job location or office immediately
    prior to the change of control, except for required travel on
    Corporation business to an extent substantially consistent with
    the optionees business obligations immediately prior to
    the change of control;(iii)
    a reduction in the optionees base salary, or a substantial
    reduction in optionees target compensation under any
    incentive compensation plan, as in effect as of the date of the
    change of control;(iv)
    the failure to increase the optionees base salary in a
    manner consistent (both as to frequency and percentage increase)
    with practices in effect immediately prior to the change of
    control or with practices implemented subsequent to the change
    of control with respect to similarly positioned
    employees; or(v)
    the failure of the Corporation to continue in effect the
    optionees participation in the Corporations short-
    and long-term incentive plans, stock option plans, and employee
    benefit and retirement plans, policies or practices, at a level
    substantially similar or superior to and on a basis consistent
    with the relative levels of participation of other
    similarly-positioned employees, as existed immediately prior to
    the change of control.  MANAGEMENT PROXY
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30-day
  15.
    RECOUPMENT
    POLICY    16.
    AMENDMENT OR
    DISCONTINUANCE OF THIS PLAN    17.
    EVIDENCE OF STOCK
    OPTIONS    18.
    WITHHOLDING    MANAGEMENT PROXY
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Appendix D
    Advisory Vote on Executive Compensation            The Board recommends a vote FOR the above resolution.
  MANAGEMENT PROXY
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Appendix E
    Board of Directors Charter  1.
    PURPOSE AND
    ROLE        2.
    COMPOSITION    3.
    MEETINGS        4.
    CHAIR    5.
    RESPONSIBILITIES    
    Overseeing and approving on an ongoing basis the
    Corporations business strategy and strategic planning
    process;
    Selection of the management;
    Setting goals and standards for management, monitoring their
    performance and taking corrective action where necessary;
    Approving policies, procedures and systems for implementing
    strategy, managing risk, and ensuring the integrity of the
    Corporations internal control and management information
    systems;
    Adopting a communications policy and reporting to shareholders
    on the performance of the business;
    Approval and completion of routine legal requirements.  MANAGEMENT PROXY
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5.1
    Strategy
    Determination  (a)
    The Board has the responsibility to participate, as a whole and
    through its Committees, in identifying the objectives and goals
    of the business as well as the associated risks, and the
    strategy by which it proposes to reach those goals and mitigate
    such risks. The Board shall adopt a strategic planning process
    and shall approve, on an annual basis, a strategic plan which
    takes into account, among other things, the opportunities and
    risks of the business.(b)
    The Board has the responsibility to ensure congruence between
    shareholder expectations, company plans and management
    performance.  5.2
    Selection of the
    Management  (a)
    The Board retains the responsibility for managing its own
    affairs, including planning its composition, selecting its
    Chair, nominating candidates for election to the Board,
    appointing Committees and determining Director compensation.(b)
    The Board has the responsibility for the appointment and
    replacement of a Chief Executive Officer (CEO) of
    the Corporation, for monitoring CEO performance, determining CEO
    compensation, and providing advice and counsel in the execution
    of the CEOs duties.(c)
    The Board has the responsibility for approving the appointment
    and remuneration of all corporate officers, acting upon the
    advice of the CEO.(d)
    The Board has the responsibility for, to the extent feasible,
    satisfying itself as to the integrity of the CEO and the other
    executive officers and that the CEO and other executive officers
    create a culture of integrity throughout the Corporation.(e)
    The Board has the responsibility for ensuring that adequate
    provision has been made for management succession (including
    appointing, training and monitoring senior management).  5.3
    Monitoring and
    Acting  (a)
    The Board has the responsibility for monitoring the
    Corporations progress towards its goals, and revising and
    altering its direction in light of changing circumstances.(b)
    The Board has the responsibility for taking action when
    performance falls short of its goals or when other special
    circumstances (for example mergers and acquisitions or changes
    in control) warrant it.  5.4
    Policies and
    Procedures  (a)
    The Board has the responsibility for developing the
    Corporations approach to corporate governance, including
    developing a set of corporate governance principles and
    guidelines that are specifically applicable to the Corporation.(b)
    The Board has the responsibility for approving and monitoring
    compliance with all significant policies, procedures and
    internal control and management systems by which the Corporation
    is operated.(c)
    The Board has responsibility for ensuring that the Corporation
    operates at all times within applicable laws and regulations,
    and to high ethical and moral standards.  5.5
    Reporting to
    Shareholders  (a)
    The Board has the responsibility for adopting a communications
    policy for the Corporation, including adopting measures for
    receiving feedback from stakeholders.(b)
    The Board has the responsibility for ensuring that the financial
    performance of the Corporation is reported to shareholders on a
    timely, regular and non-selective basis.(c)
    The Board has the responsibility for ensuring that the financial
    results are reported fairly, and in accordance with generally
    accepted accounting principles.  MANAGEMENT PROXY
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(d)
    The Board has the responsibility for timely and non-selective
    reporting of any other developments that have a significant and
    material impact on the value of the shareholders assets.(e)
    The Board has the responsibility for reporting annually to
    shareholders on its stewardship for the preceding year.(f)
    The Board has the responsibility for approving any payment of
    dividends to shareholders.  5.6
    Legal
    Requirements  (a)
    The Board is responsible for ensuring that legal requirements,
    documents and records have been properly prepared, approved and
    maintained.  5.7
    Other  (a)
    On an annual basis, this Board Charter shall be reviewed and
    assessed, and any proposed changes shall be submitted to the
    Board for consideration.(b)
    Any security holder may contact the Board by email or by writing
    to the Board
    c/o the
    Corporate Secretary. Matters relating to the Corporations
    accounting, internal accounting controls or auditing matters
    will be referred to the Audit Committee. Other matters will be
    referred to the Board Chair.  MANAGEMENT PROXY
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Appendix F
    Audit Committee Charter  1.
    PURPOSE  1.1.
    The Audit Committee (the Committee) is a standing
    committee of the Board of Directors of Potash Corporation of
    Saskatchewan Inc. (the Corporation). Its purpose is
    to assist the Board of Directors in fulfilling its oversight
    responsibilities for (i) the integrity of the
    Corporations financial statements, (ii) the
    Corporations compliance with legal and regulatory
    requirements, (iii) the qualifications and independence
    of the auditors of the Corporation (the external
    auditors), and (iv) the performance of the
    Corporations internal audit function and external
    auditors. The Committee will also prepare the report that is,
    under applicable legislation and regulation, required to be
    included in the Corporations annual proxy statement and
    circular.  2.
    AUTHORITY  2.1.
    The Committee has authority to conduct or authorize
    investigations into any matter within its scope of
    responsibility. It is empowered to:  (a)
    Determine the public accounting firm to be recommended to the
    Corporations shareholders for appointment as external
    auditors, and, subject to applicable law, be directly
    responsible for the compensation and oversight of the work of
    the external auditors. The external auditors will report
    directly to the Committee.(b)
    Resolve any disagreements between management and the external
    auditors regarding financial reporting.(c)
    Pre-approve all auditing and permitted non-audit services
    performed by the Corporations external auditors.(d)
    Retain independent counsel, accountants, or others to advise the
    Committee or assist in its duties.(e)
    Seek any information it requires from employees  all
    of whom are directed to cooperate with the Committees
    requests  or external parties.(f)
    Meet with the Corporations officers, external auditors or
    outside counsel, as necessary.(g)
    Delegate authority, to the extent permitted by applicable
    legislation and regulation, to one or more designated members of
    the Committee, including the authority to pre-approve all
    auditing and permitted non-audit services, providing that such
    decisions are presented to the full Committee at its next
    scheduled meeting.  3.
    COMPOSITION  3.1.
    The Committee shall consist of at least three and no more than
    six members of the Board of Directors.3.2.
    The Corporate Governance and Nominating Committee will recommend
    to the Board of Directors members for appointment to the
    Committee and the Chair of the Committee. Only independent
    Directors shall be entitled to vote on any Board resolution
    approving such recommendations.3.3.
    If and whenever a vacancy shall exist on the Committee, the
    remaining members may exercise all its powers so long as a
    quorum remains in office.3.4.
    Each Committee member shall be independent according to the
    independence standards established by the Board of Directors,
    and all applicable corporate and securities laws and stock
    exchange listing standards.3.5.
    Each Committee member will also be financially literate. At
    least one member shall be designated as the financial
    expert, as defined by applicable legislation and
    regulation. No Committee member shall simultaneously serve on
    the audit committees of more than two other public companies.  MANAGEMENT PROXY
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4.
    MEETINGS  4.1.
    A majority of the members of the Committee shall constitute a
    quorum. All determinations of the Committee shall be made by a
    majority of its members present at a meeting duly called and
    held. All Committee members are expected to attend each meeting,
    in person or via tele- or video-conference. Any decision or
    determination of the Committee reduced to writing and signed by
    all of the members of the Committee shall be fully as effective
    as if it had been made at a meeting duly called and held.  4.2.
    The Committee will meet at least once each fiscal quarter, with
    authority to convene additional meetings, as circumstances
    require. The Committee will invite other members of the Board of
    Directors, members of management, internal auditors or others to
    attend meetings and provide pertinent information, as necessary.
    External auditors shall be entitled to receive notice of every
    meeting of the Committee and to attend and be heard thereat. The
    Committee will meet separately, periodically, with management,
    with internal audit and with external auditors. The Committee
    will also meet periodically in camera. Meeting agendas
    will be prepared and provided in advance to members, along with
    appropriate briefing materials.4.3.
    The time at which and place where the meetings of the Committee
    shall be held and the calling of meetings and the procedure in
    all things at such meetings shall be determined by the
    Committee; provided that meetings of the Committee shall be
    convened whenever requested by the external auditors or any
    member of the Committee in accordance with the Canada
    Business Corporations Act(the CBCA). Following
    a Committee meeting, the Committee Chair shall report on the
    Committees activities to the Board of Directors at the
    next Board of Directors meeting. The Committee shall keep and
    approve minutes of its meetings in which shall be recorded all
    action taken by it, which minutes shall be available as soon as
    practicable to the Board of Directors.  5.
    CHAIR  5.1.
    The Chair of the Committee shall have the duties and
    responsibilities set forth in Appendix A.  6.
    RESPONSIBILITIES    6.1.
    Financial Statements  (a)
    Review significant accounting and reporting issues and
    understand their impact on the financial statements. These
    issues include:  (i)
    complex or unusual transactions and highly judgmental areas;(ii)
    major issues regarding accounting principles and financial
    statement presentations, including any significant changes in
    the Corporations selection or application of accounting
    principles; and(iii)
    the effect of regulatory and accounting initiatives, as well as
    off-balance sheet structures, on the financial statements of the
    Corporation.  (b)
    Review analyses prepared by management
    and/or the
    external auditors, setting forth significant financial reporting
    issues and judgments made in connection with the preparation of
    the financial statements, including analyses of the effects of
    alternative GAAP methods on the financial statements.(c)
    Review both U.S. GAAP and Canadian GAAP issues and any
    reconciliation issues from Canadian GAAP to U.S. GAAP.(d)
    Review with management and the external auditors the results of
    the audit, including any difficulties encountered. This review
    will include any restrictions on the scope of the external
    auditors activities or on access to requested information,
    and the resolution of any significant disagreements with
    management.(e)
    Review and discuss the annual audited financial statements and
    quarterly financial statements with management and the external
    auditors, including the Corporations disclosures under
    Managements  MANAGEMENT PROXY
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Discussion and Analysis of Financial Condition and Results of
    Operations (MD&A), including the
    discussion of critical accounting estimates included therein.  (f)
    Review and discuss the unaudited annual financial statements
    prior to the Corporations year-end earnings release.(g)
    Review the annual financial statements and MD&A and make a
    determination whether to recommend their approval by the Board
    of Directors.(h)
    Approve the quarterly financial statements and MD&A prior
    to their release.(i)
    Review disclosures made by the Chief Executive Officer and the
    Chief Financial Officer during the
    Forms 10-K
    and 10-Q
    certification process about significant deficiencies or material
    weaknesses in the design or operation of internal controls or
    any fraud that involves management or other employees who have a
    significant role in the Corporations internal controls.(j)
    Review and discuss earnings press releases prior to their
    release (particularly use of pro forma information
    or other non-GAAP financial measures), as well as financial
    information and earnings guidance provided externally, including
    to analysts and rating agencies.(k)
    Review managements internal control report and the related
    attestation by the external auditors of the Corporations
    internal controls over financial reporting.  6.2.
    Internal Control  (a)
    Consider the effectiveness of the Corporations internal
    control system, including information technology security and
    control.(b)
    Understand the scope of internal audits and external
    auditors review of internal control over financial
    reporting, and obtain reports on significant findings and
    recommendations, together with managements responses.(c)
    Review external auditors management letters and
    managements responses to such letters.(d)
    As requested by the Board of Directors, discuss with management,
    internal audit and the external auditors the Corporations
    major risk exposures (whether financial, operational or
    otherwise), the adequacy and effectiveness of the accounting and
    financial controls, and the steps management has taken to
    monitor and control such exposures.(e)
    Annually review the Corporations disclosure controls and
    procedures, including any significant deficiencies in, or
    material non-compliance with, such controls and procedures.(f)
    Discuss with the Chief Financial Officer and, as is in the
    Committees opinion appropriate, the Chief Executive
    Officer, all elements of the certification required pursuant to
    Sections 302 and 906 of the Sarbanes-Oxley Act.  6.3.
    Internal Audit  (a)
    Review with management, the external auditors and internal audit
    the charter, plans, activities, staffing and organizational
    structure of the internal audit function.(b)
    Ensure there are no unjustified restrictions or limitations on
    the functioning of the internal audit department, and review and
    concur in the appointment, replacement, or dismissal of the Vice
    President, Internal Audit.(c)
    Review the effectiveness of the internal audit function,
    including compliance with The Institute of Internal
    Auditors Standards for the Professional Practice of
    Internal Auditing.(d)
    On a regular basis, meet separately with the Vice President,
    Internal Audit to discuss any matters that the Committee or the
    Vice President, Internal Audit believes should be discussed
    privately.  6.4.
    External Audit  (a)
    Review the external auditors proposed audit scope and
    approach, (including coordination of audit effort with internal
    audit) and budget.  MANAGEMENT PROXY
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(b)
    Oversee the work and review the performance of the external
    auditors, and make recommendations to the Board regarding the
    appointment or discharge of the external auditors. In performing
    this oversight and review, the Committee will:  (i)
    At least annually, obtain and review a report by the external
    auditors describing (A) the external auditors
    internal quality control procedures; (B) any material
    issues raised by the most recent internal quality control
    review, or peer review, of the external auditors, or by any
    inquiry or investigation by governmental or professional
    authorities, within the preceding five years, respecting one or
    more independent audits carried out by the external auditors,
    and any steps taken to deal with any such issues; and (C) (to
    assess the auditors independence) all relationships
    between the external auditors and the Corporation.(ii)
    Take into account the opinions of management and internal audit.(iii)
    Review and evaluate the lead partner of the external auditors.  (c)
    On an annual basis receive and review from the external auditors
    a report on items required to be communicated to the Committee
    by applicable rules and regulations.(d)
    Ensure the rotation of the lead audit partner every five years
    and other audit partners every seven years, and consider whether
    there should be regular rotation of the audit firm itself.(e)
    Present its conclusions with respect to the external auditors to
    the full Board of Directors.(f)
    Set clear hiring policies for employees or former employees of
    the present or former external auditors.(g)
    On a regular basis, meet separately with the external auditors
    to discuss any matters that the Committee or external auditors
    believe should be discussed privately.  6.5.
    Compliance  (a)
    Review the effectiveness of the system for monitoring compliance
    with laws and regulations and the results of managements
    investigation and
    follow-up
    (including disciplinary action) of any instances of
    non-compliance.(b)
    Establish procedures for: (i) the receipt, retention and
    treatment of complaints received by the Corporation regarding
    accounting, internal accounting controls or auditing matters;
    and (ii) the confidential, anonymous submission by
    employees of the Corporation of concerns regarding questionable
    accounting or auditing matters.(c)
    Review the findings of any examinations by regulatory agencies,
    and any external auditors observations made regarding those
    findings.(d)
    Review the process for communicating the Core Values and Code of
    Conduct to Corporation personnel, and for monitoring compliance
    therewith.(e)
    Obtain regular updates from management and Corporation legal
    counsel regarding compliance matters.  6.6.
    Reporting Responsibilities  (a)
    Regularly report to the Board of Directors about Committee
    activities and issues that arise with respect to the quality or
    integrity of the Corporations financial statements, the
    Corporations compliance with legal or regulatory
    requirements, the performance and independence of the
    Corporations external auditors, and the performance of the
    internal audit function.(b)
    Provide an open avenue of communication between internal audit,
    the external auditors, and the Board of Directors.(c)
    Report annually to shareholders, describing the Committees
    composition, responsibilities and how they were discharged, and
    any other information required by applicable legislation or
    regulation, including approval of non-audit services.(d)
    Review any other reports the Corporation issues that relate to
    Committee responsibilities.  MANAGEMENT PROXY
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6.7.
    Other Responsibilities  (a)
    Discuss with management the Corporations major policies
    with respect to risk assessment and risk management.(b)
    Perform other activities related to this Committee Charter as
    requested by the Board of Directors.(c)
    Institute and oversee special investigations as needed.(d)
    Ensure appropriate disclosure of this Committee Charter as may
    be required by applicable legislation or regulation.(e)
    Confirm annually that all responsibilities outlined in this
    Committee Charter have been carried out.(f)
    Receive and review, at least quarterly, a report prepared by the
    Corporations Natural Gas Hedging Committee and, if the
    Corporations hedged position is outside approved
    guidelines, determine the reasons for the deviation and any
    action which will be taken as a result.(g)
    Annually review the Corporations natural gas hedging
    policy.(h)
    Receive and review, at least annually and in conjunction with
    the Compensation Committee, a report on pension plan governance
    including a fund review and retirement plan accruals.  7.
    FUNDING  7.1.
    The Corporation shall provide for appropriate funding, as
    determined by the Committee, for (i) compensation to the
    external auditors for the purpose of preparing or issuing an
    audit report or performing other audit review or attest services
    as pre-approved by the Committee; (ii) compensation to any
    outside experts employed by the Committee; and
    (iii) ordinary administrative expenses of the Committee
    that are necessary or appropriate in carrying out its duties.  8.
    OTHER  8.1.
    The Committee shall conduct an evaluation of the
    Committees performance and this Audit Committee Charter,
    including Appendix A attached hereto, at least
    annually, and recommend to the Board of Directors such Committee
    Charter changes as the Committee deems appropriate.8.2.
    Authority to make minor technical amendments to this Committee
    Charter is hereby delegated to the Secretary of the Corporation
    who will report any amendments to the Board of Directors at its
    next meeting.  APPENDIX
    A
    POTASH CORPORATION OF SASKATCHEWAN INC.
    Audit Committee Chair Position Description
    1.
    Provide overall leadership to facilitate the effective
    functioning of the Committee, including:  (a)
    overseeing the structure, composition, membership and activities
    delegated to the Committee;(b)
    chairing every meeting of the Committee and encouraging free and
    open discussion at meetings of the Committee;(c)
    scheduling and setting the agenda for Committee meetings with
    input from other Committee members, the Chair of the Board of
    Directors and management as appropriate;(d)
    facilitating the timely, accurate and proper flow of information
    to and from the Committee;(e)
    arranging for management, internal and external auditors and
    others to attend and present at Committee meetings as
    appropriate;(f)
    arranging sufficient time during Committee meetings to fully
    discuss agenda items;  MANAGEMENT PROXY
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(g)
    encouraging Committee members to ask questions and express
    viewpoints during meetings; and(h)
    taking all other reasonable steps to ensure that the
    responsibilities and duties of the Committee, as outlined in its
    Charter, are well understood by the Committee members and
    executed as effectively as possible.  2.
    Foster ethical and responsible decision making by the Committee
    and its individual members.3.
    Encourage the Committee to meet in separate, regularly
    scheduled, non-management, closed sessions with the internal
    auditor and the independent auditors.4.
    Following each meeting of the Committee, report to the Board of
    Directors on the activities, findings and any recommendations of
    the Committee.5.
    Carry out such other duties as may reasonably be requested by
    the Board of Directors.  MANAGEMENT PROXY
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Appendix G
    Compensation Committee Annual Work Plan  Committee Action


Jan


Feb


May


Jul


Sept


Nov


Board ActionApproveExecutive compensation philosophy to
    support the business objectives




















Information OnlyRecommendExecutive management team (EMT)
    changes (as occur)




















ApproveApproveof EMT total compensation structure
    (including competitiveness)




















Information OnlyReviewCEO succession plan, management structure,
    and executive development




















Information on
    CEO and EMTApprove CEOs recommendation of EMTs
    compensation




















Information OnlyReviewstaff succession planning














RecommendSalary Administration: Merit and
    range adjustments and budget for next year




















Approve as part
    of final budgetRecommendany significant plan changes (as
    needed)   Incentive and equity plans;
       Other plans
    (may be in conjunction with Audit Committee)




















Approve
    as necessaryRecommendEvaluation of CEOs performance
    in light of goals, base pay and total compensation determined




















ApproveRecommendCEOs goals relevant to
    compensation for the next year




















ApproveReviewShort-term incentive plans costing
    for the upcoming year, based upon approved budget targets




















ApproveApproveShort-term incentive plan payouts for
    EMT, and in total (via conference call) (in
    conjunction with Audit Committee)




















Information OnlyRecommend Short-term incentive plan payouts for
    CEO (via conference call) (in conjunction with Audit
    Committee)




















ApproveReviewStatus report on short-term performance
    measures and projected incentive payments




















Information OnlyRecommend final designCash medium-term
    incentive plans performance goals, awards, and costing for
    the upcoming cycle











 
    (every
    3 yrs)





 
    (every
    3 yrs)


ApproveApproveCash medium-term incentive plan payouts
    for EMT, and in total (in conjunction with Audit
    Committee)


 
    (every
    3 yrs)

















Information OnlyRecommendCash medium-term incentive plan
    payouts for CEO, and in total (in conjunction with Audit
    Committee)


 
    (every
    3 yrs)

















ApproveReviewSemi-annual status report on cash
    medium-term incentive performance measures and projected
    incentive payments




















Information Only  MANAGEMENT PROXY
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Committee Action


Jan


Feb


May


Jul


Sept


Nov


Board ActionRecommendEstimate of total annual projected
    performance option grant requirements




















ApproveRecommend Performance option grants for CEO, EMT,
    and in total; reserve analysis and dilution




















ApproveRecommendBoard Compensation Annual Review




















ApproveReviewExecution of stock sales:   CEO and EMT; and




















Information Only   BoardApproveReport on executive compensation for the
    annual proxy




















Approve as part
    of proxy circularReviewLabour relations environment




















Information OnlyReview (with Audit Committee) Retirement benefits,
    including fund review, retirement plan accruals, and other




















Information OnlyReviewof CEO expenses for prior year (by
    Committee Chair as authorized by Compensation Committee)




















Information OnlyReviewComp Committee evaluation and charter
    review (with Governance Committee)




















Information OnlyRecommendOther risk categories assigned to the
    Comp Committee (may be with the Audit Committee)




















ApproveReviewTop 10 Executive Tally Sheet




















Information OnlyReviewPay for Performance Analysis




















Information Only   MANAGEMENT PROXY
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Appendix H
    Additional Survey Participants  WWDS 2009/2010
    Survey Report on Top Management Compensation
                                                                                                                                                                                                                                                  MANAGEMENT PROXY
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Latter-Day
                      Coca-Cola
 Coca-Cola
 Coca-Cola
                                                                                                                                                                                           MANAGEMENT PROXY
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MANAGEMENT PROXY
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La-Z-Boy
                                                                                                                                                                                                                                         MANAGEMENT PROXY
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Rent-A-Center, Inc.
                                                                                                                                                   MANAGEMENT PROXY
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Mercer 2009
    U.S. Benchmark Database - Executive
                                                                                                                                                                     Rig-A-Lite
                                    MANAGEMENT PROXY
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Coca-Cola
                                                                                                                                    MANAGEMENT PROXY
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MANAGEMENT PROXY
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E-Z-Go
                  Coca-Cola
 Coca-Cola
                             MANAGEMENT PROXY
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Towers Perrin
    2009 U.S. CDB General Industry Executive Database
                                                                                         MANAGEMENT PROXY
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Coca-Cola
                                                                                                                                                                                                                                            MANAGEMENT PROXY
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T-Mobile
          MANAGEMENT PROXY
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(POTASH CORPORATION OF SASKATCHEWAN INC. LOGO)

Potash Corporation
    of Saskatchewan Inc.

Proxy   For use at the Annual and
    Special Meeting
 of Shareholders to be held on
    May 6, 2010.
  THIS PROXY IS SOLICITED ON
    BEHALF OF MANAGEMENT OF THE
    CORPORATION.
 The undersigned holder of common
    shares (Shares) of Potash Corporation of
    Saskatchewan Inc. (the Corporation) hereby appoints
    Dallas J. Howe, Board Chair, or failing him, William J. Doyle,
    President and Chief Executive Officer, or failing him, Wayne R.
    Brownlee, Executive Vice President, Treasurer and Chief
    Financial Officer, or failing him, Joseph A. Podwika, Secretary,
    or instead of any of the foregoing,
  
  as proxy for the undersigned to
    attend, vote and act for and on behalf of the undersigned at the
    annual and special meeting of shareholders of the Corporation to
    be held:
   Thursday, the
    6th  day

    of May, 2010 (the Meeting)
 10:30 a.m. (local time)
 Grand Salon, TCU Place
 35 
    22nd

    Street East
 Saskatoon, Saskatchewan, Canada
  and at any adjournments thereof,
    and hereby revokes any proxy previously given by the undersigned.
  1.
    A shareholder has the right to
    appoint a person who need not be a shareholder, to represent him
    or her and to attend and act on his or her behalf at the
    Meeting, other than the nominees designated above, and may
    exercise such right by crossing out the names of the designated
    persons above and inserting the name of his or her nominee in
    the space provided above for that purpose.2.
    The Shares represented by this
    proxy will be voted in accordance with any choice specified in
    this proxy. If no specification is made, the persons named
    above will vote such Shares FOR the election of the directors
    named in this proxy, FOR the appointment of Deloitte &
    Touche LLP as auditors of the Corporation, FOR the resolution
    (attached as Appendix B to the accompanying Management
    Proxy Circular) approving the adoption of a new performance
    option plan, the full text of which is  
   attached as Appendix C to
    the accompanying Management Proxy Circular and FOR the advisory
    resolution (attached as Appendix D to the accompanying
    Management Proxy Circular) accepting the Corporations
    approach to executive compensation disclosed in the accompanying
    Management Proxy Circular. This proxy confers authority to vote
    in the proxyholders discretion with respect to amendments
    or variations to matters identified in the accompanying Notice
    of Meeting and with respect to other matters that may properly
    come before the Meeting.  3.
    If this proxy is not dated, it
    shall be deemed to be dated on the date on which this proxy was
    mailed by the Corporation.4.
    Reference is made to the
    accompanying Management Proxy Circular of the Corporation for
    further information regarding the completion and use of this
    proxy and other information pertaining to the Meeting.  Without limiting the general powers
    hereby conferred, the Shares represented by this proxy are to be:
  1.

Voted FOR, or WITHHELD FROM VOTING, the nominees for directors
    listed below.For

Withhold



For

Withhold(01) C. M. Burley

o

o

(07) K. G. Martell

o

o(02) W. J. Doyle

o

o

(08) J. J. McCaig

o

o(03) J. W. Estey

o

o

(09) M. Mogford

o

o(04) C. S. Hoffman

o

o

(10) P. J. Schoenhals

o

o(05) D. J. Howe

o

o

(11) E. R. Stromberg

o

o(06) A. D. Laberge

o

o

(12) E. Viyella de Paliza

o

o   For

Withhold2.

Voted FOR, or WITHHELD FROM VOTING, the appointment of
    Deloitte & Touche LLP as auditors of the Corporation.

o

oFor

Against3.

Voted FOR or AGAINST the resolution (attached as Appendix B
    to the accompanying Management Proxy Circular) approving the
    adoption of a new performance option plan, the full text of
    which is attached as Appendix C to the accompanying
    Management Proxy Circular.

o

oFor

Against4.

Voted FOR or AGAINST the advisory resolution (attached as
    Appendix D to the accompanying Management Proxy Circular)
    accepting the Corporations approach to executive
    compensation disclosed in the accompanying Management Proxy
    Circular.

o

o     Dated the
    ­
    ­ day of
    ­
    ­  2010.
  Name of Shareholder

Signature of Shareholder      Control No.: